Exhibit
10.5


 


EMPLOYMENT
AGREEMENT


 


This
AGREEMENT (this “Agreement”) is made and effective as of this 1st day of January, 2021 by and between
CINGULATE INC., a Delaware corporation, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas
City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is [**] (the “Employee”).
(The Company and the Employee hereinafter sometimes referred to as the “Parties”.)


 


WHEREAS,
the Company desires to continue to employ the Employee and the Employee desires to be employed by the Company on the terms contained
herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.
Position and Duties. The Company will employ Employee, and Employee agrees to work for the Company, as its Executive Vice President
and Chief Medical Officer (the “Executive”) to perform the duties and responsibilities inherent in such position and such
other duties and responsibilities consistent with such position as the Company’s Board of Managers (or Board of Directors) (the
“Board”) shall from time to time assign to him. Executive shall report directly to the Chief Executive Officer (the “CEO”)
and shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board and/ or CEO, which authority
shall be sufficient to perform his duties hereunder. Executive shall devote his best efforts in the performance of the foregoing, provided
that he may accept board memberships or participate in charitable and similar organizations which are not in conflict with his primary
obligations to the Company, further provided that such activities shall be approved by the Board, in writing, which approval shall not
be unreasonably withheld. The Executive shall devote at least three (3) full workdays per week (“Part-Time”) along with other
reasonable work time and efforts to the business and affairs of the Company. Company understands and agrees that Executive is concurrently
a doctor in private practice and may continue in that role. Additional activities such as consulting, speaking engagements and clinical
research shall be mutually agreed to in writing at the beginning of each calendar year. It remains the Executive’s responsibility
to provide a list of said activities to Company. Executive may be required to travel from time to time in connection with his position.




 


2.
Place of Performance. The principal place of Executive’s employment shall be the Kansas City, Kansas, metropolitan area.
Executive shall have the flexibility to work at location of his choice, such as his home office or clinic in Houston, Texas.




 


3.
Compensation and Related Matters.


 





(a) Base Salary. The Executive’s annual
base salary shall be in the amount Two Hundred Thousand ($200,000.00) Dollars (based upon Part-Time fifty (50%) percent effort to the
Company) starting January 1, 2021 and continuing thereafter. The Executive’s base salary shall be reviewed annually by the Board
in consultation with the Company’s annual budget, and the Board may, but shall not be required to, increase the base salary. However,
the Executive’s base salary may not be decreased by the Board other than as part of an across-the-board salary reduction that applies
in the same manner to all senior executives. The base salary in effect at any given time is referred to herein as “Base Salary.”
The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.




 


(b)
Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses
incurred by Executive in the performance of his duties hereunder in accordance with the Company’s general policies, as amended
from time to time.


 


(c)
Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs
maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable
employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity
plans. Executive understands that, except when prohibited by applicable law, the Company’s benefit plans may be amended by the
Company from time to time in its sole discretion.


 




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(d)
Incentive and Deferred Compensation. Executive shall be eligible to participate in all incentive and deferred compensation programs available
to other executives or officers of the Company, such participation to be in the same form, under the same terms, and to the same extent
that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require
the payment of bonuses, awards, or incentive compensation to Executive if such payment would not otherwise be required under the terms
of the Company’s incentive compensation programs.


 


(e) Bonus
Compensation. Executive will be eligible for an annual bonus of up to Twenty-Five (25%) of your annual base salary, determined
in the sole discretion of the Compensation Committee of the Company and based upon the Company’s performance and your
individual performance, as recommended by the CEO. Your bonus compensation is subject to change in the sole discretion of the
Compensation Committee of the Company and will be reviewed on an annual basis.


 


(f)
Vacation; Paid Time-off. Executive shall be entitled to receive two (2) weeks of paid vacation per calendar year. The Executive shall
not be entitled to carry over any accrued, unused vacation days from year to year. The Executive shall receive other paid time-off in
accordance with the Company’s policies for executive officers as such policies may exist from time to time


 


4.
Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following
circumstances:


 


(a)
Death. The Executive’s employment hereunder shall terminate upon his death.


 


(b)
Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions
of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period
of one hundred eighty (180) days (which need not be consecutive) in any twelve (12) month period. If any question shall arise as to whether
during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing
position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to
the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s
guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue,
and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable
request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such
certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 4(b) shall
be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical
Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.


 




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(c)
Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause.


 


(i)
For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful engagement in gross misconduct in connection
with the performance of his duties, which is materially injurious to the Company or its affiliates, including, without limitation, misappropriation
of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use
of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude,
deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational
harm to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) willful failure by the Executive
to perform his duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability),
which has continued for more than fifteen (15) days following written notice of such failure to perform from the Board; (iv) a breach
by the Executive of any of the provisions contained in Section 8 of this Agreement; (v) a material violation by the Executive of a material
written employment policy of the Company, or (vi) failure to cooperate with a bona fide internal investigation or an investigation by
regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure
to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate
or to produce documents or other materials in connection with such investigation.


 


(ii)
For purposes of this Section 4(c), no act or failure to act on the part of the Executive shall be considered “willful” unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission
was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive
in good faith and in the best interests of the Company.


 


(iii)
Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive
a copy of a resolution duly adopted by the affirmative vote of not less than eighty (80%) percent of the Board (after reasonable written
notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board),
finding that the Executive has engaged in any conduct described under Section 4(c)(i) above. Except for a failure, breach or refusal
which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of
written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects
irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which
to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice
and with immediate effect.


 


(d)
Termination Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any
termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause
under Section 4(c) and does not result from the death or disability of the Executive under Section 4(a) or (b) shall be deemed a termination
without Cause.


 




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(e)
Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not
limited to Good Reason.


 


(i)
For purposes of this Agreement, “Good Reason” shall mean any of the following events: (A) a material diminution in the
Executive’s responsibilities, authority or duties; (B) a material diminution in the Executive’s base compensation; (C) a
material diminution in the responsibilities, authority or duties of the supervisor to whom the Executive is required to report,
including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the CEO and/or
Board (or similar governing body with respect to an entity other than a corporation); (D) a material change in the geographic
location at which the Executive must perform the services under this Agreement; or (E) the material breach of this Agreement by the
Company.


 


(ii)
The Executive cannot terminate employment for Good Reason unless the Executive notifies the Company in writing of the existence of the
circumstances providing grounds for termination for Good Reason condition within ninety (90) days of the initial existence of such grounds
and the Company has had at least thirty (30) days following such notice (the “Cure Period”), to remedy such circumstances.
If the Executive does not terminate employment for Good Reason within one hundred twenty (120) days after the first occurrence of the
applicable grounds, then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.
If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.


 


(f)
Notice of Termination. Except for termination as specified in Section 4(a), any termination of the Executive’s employment
by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto.
For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate: (i) the specific termination
provision in this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated; and (iii) the applicable Date of Termination.


 


(g)
Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by his
death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section 4(b), by
the Company for Cause under Section 4(c) or by the Company under Section 4(d), the date on which Notice of Termination is given; (iii)
if the Executive’s employment is terminated by the Executive under Section 4(e) without Good Reason, thirty (30) days after the
date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive under Section
4(e) for Good Reason, the date specified in the Executive’s Notice of Termination, but in no event sooner than the end of the Cure
Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may
unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of
this Agreement. Notwithstanding anything contained herein, the Date of Termination shall not occur until the date on which the Executive
incurs a “separation form service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).


 


5.
Compensation Upon Termination.


 


(a)
Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay
or provide to the Executive (or to his authorized representative or estate): (i) any earned but unpaid base salary and accrued but unused
vacation, on or before thirty (30) days after the Executive’s Date of Termination; (ii) any unpaid expense reimbursements, which
shall be subject to and paid in accordance with the Company’s expense reimbursement policy, on or before thirty (30) days after
the Executive’s Date of Termination; (iii) any incentive compensation earned but not yet paid, which shall be paid on the otherwise
applicable payment date; and (iv) any vested benefits the Executive may be entitled to under any employee benefit plan of the Company,
provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except
as specifically provided herein (the “Accrued Benefit”).


 




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(b)
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated
by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section
4(e), then the Company shall pay the Executive his Accrued Benefit. In addition:


 


(i)
Subject to the Executive signing a general release of claims in favor
of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the
twenty-one (21) day period following the Date of Termination and the expiration of the seven (7) day revocation period for the Release
(such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal
monthly payments in amount in cash equal to one (1) times the Executive’s Base Salary (the “Severance Amount”), beginning
thirty (30) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends
in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the
Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and


 


(ii)
Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options
and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional
four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination for the remainder
of their full term.


 


6.
Change in Control Payment. The provisions of this Section 6 set forth certain terms of an agreement reached between the Executive
and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These
provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties
and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly
supersede, the provisions of Section 5(b) regarding severance pay and benefits upon a termination of employment, if such termination
of employment occurs within twelve (12) months after the occurrence of the first event constituting a Change in Control. These provisions
shall terminate and be of no further force or effect beginning twelve (12) months after the occurrence of a Change in Control.


 


(a)
Change in Control. If within twelve (12) months after a Change in Control, the Executive’s employment is terminated by the
Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e),
then:


 


(i)
Subject to the Executive signing the Release and the Release becoming effective at the end of the Release Execution Period, the Company
shall pay the Executive a lump sum amount in cash equal to One Million Two Hundred Thousand ($1,200,000.00) Dollars (or six (6) times
the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), within sixty (60) days following
the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year,
payment shall not be made until the beginning of the second taxable year; and




 




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(ii)
Notwithstanding anything to the contrary in any applicable equity incentive plan or award agreements, upon the Date of Termination, all
stock options and stock appreciation rights held by the Executive shall become fully vested and exercisable as of the Date of Termination
for the remainder of their full term.


 


(b)
Additional Limitation. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary:


 


(i)
If any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s
benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the
meaning of Section 280G of the Code (“Parachute Payments”) and would, but for this Section 6(b) be subject to the excise
tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any
interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either
(i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount,
the “Reduced Amount”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of
payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes
(including the Excise Tax) would result in the Executive receiving an amount greater than the Reduced Amount.


 


(ii)
Any such reduction shall be made in accordance with the requirements of Section 409A of the Code and the following: (A) the Covered Payments
which do not constitute nonqualified deferred compensation subject to Section 409A of the Code shall be reduced first; (B) then cash
payments shall be reduced before non-cash payments; and (C) payments to be made on a later payment date shall be reduced before payments
to be made on an earlier payment date.


 


(iii)
Any determination required under this Section shall be made in writing in good faith by a nationally recognized accounting firm selected
by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the
Executive within fifteen (15) business days of the Date of Termination or at such earlier time as is reasonably requested by the Company
or the Executive. The Company and the Executive shall provide the Accounting Firm with such information and documents as the Accounting
Firm may reasonably request in order to make a determination under this Section. For purposes of making the calculations and determinations
required by this Section, the Accounting Firm may rely on reasonable, good faith assumptions and approximations concerning the application
of Section 280G and Section 4999 of the Code. Furthermore, for purposes of the determination required under this Section, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the
calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual
taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accounting Firm
in connection with the calculations required by this Section.


 




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(c)
Definitions. For purposes of this Section 6, “Change in Control” shall mean any of the following:


 


(i)
Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”)
(other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee
benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates”
(as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term
is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the
combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting
Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or


 


(ii)
The consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash
or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one
transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets
of the Company.


 


Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely
as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding,
increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting
power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter
become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50
percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control”
shall be deemed to have occurred for purposes of the foregoing clause (i).


 


7.
Section 409A.


 


(a)
Anything in this Agreement to the contrary notwithstanding, if any payment or benefit provided to the Executive in connection with the
Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code and the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, then such payment or benefit shall not be paid until the date that is the earlier of (A) six (6) months and one day after
the Executive’s separation from service, or (B) the Executive’s death. The aggregate of any payments that would otherwise
have been paid during the six (6) month period but for the application of this provision shall be paid to the Executive in a lump sum
on the date specified above, and any remaining payments shall be payable in accordance with their original schedule.


 


(b)
To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under this Agreement shall be provided
in accordance with the following: (i) all reimbursements shall be paid as soon as administratively practicable, but in no event shall
any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the
amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be
provided or the expenses eligible for reimbursement in any other taxable year; and such right to reimbursement or in-kind benefits is
not subject to liquidation or exchange for another benefit.


 




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(c)
Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service”
under Section 409A of the Code and the regulations thereunder.


 


(d)
The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. Notwithstanding any other provision
of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. The Parties agree that this Agreement may be amended, as reasonably requested by either party, and as may
be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and
benefits provided hereunder without additional cost to either party.


 


(e)
The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of
this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such Section.


 


8.
Confidential Information, Noncompetition and Cooperation.


 


(a)
Confidential Information. As used in this Agreement, “Confidential Information” means information belonging to the
Company which is of value to the Company in the course of conducting its business and the disclosure of which could result in a competitive
or other disadvantage to the Company. Confidential Information includes, without limitation, financial information, reports, and forecasts;
inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or
sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions
of businesses or facilities) which have been discussed or considered by the management of the Company. Confidential Information includes
information developed by the Executive in the course of the Executive’s employment by the Company, as well as other information
to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the
confidential information of others with which the Company has a business relationship. Notwithstanding the foregoing, Confidential Information
does not include information in the public domain, unless due to breach of the Executive’s duties under Section 8(b).


 


(b)
Confidentiality. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence
and trust between the Executive and the Company with respect to all Confidential Information. At all times, both during the Executive’s
employment with the Company and after its termination, the Executive will keep in confidence and trust all such Confidential Information,
and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary
in the ordinary course of performing the Executive’s duties to the Company.


 


(c)
Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining
to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with
the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company all such
materials and property as and when requested by the Company. In any event, the Executive will return all such materials and property
immediately upon termination of the Executive’s employment for any reason. The Executive will not retain with the Executive any
such material or property or any copies thereof after such termination.


 




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(d)
Noncompetition and Nonsolicitation. During the Executive’s employment with the Company and for twelve (12) months thereafter,
regardless of the reason for the termination, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder,
consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter
defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing
or influencing any person to leave employment with the Company (other than terminations of employment of subordinate employees undertaken
in the course of the Executive’s employment with the Company); and (iii) will refrain from soliciting or encouraging any customer
or supplier to terminate or otherwise modify adversely its business relationship with the Company. The Executive understands that the
restrictions set forth in this Section 8(d) are intended to protect the Company’s interest in its Confidential Information and
established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate
for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean the treatment of Central Nervous
System and Neurobiological Disorders, including but not limited to the treatment of Attention Deficit Hyperactivity Disorder (ADHD) conducted
anywhere in the world which is competitive with the business which the Company or any of its affiliates conducts or proposes to conduct
at any time during the employment of the Executive. Notwithstanding the foregoing, the Executive may own up to one percent (1%) of the
outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.


 


(e)
Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement
with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s
engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s
employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations
the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will
not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party,
and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging
to or obtained from any such previous employment or other party.


 


(f)
Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully
with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against
or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The
Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During
and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation
or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that
transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket
expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(f).


 




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(g)
Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from
any breach by the Executive of the promises set forth in this Section 8, and that in any event money damages would be an inadequate remedy
for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches, or proposes
to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction
or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.


 


9.
Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise
arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful
employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration
in any forum and form agreed upon by the Parties or, in the absence of such an agreement, under the auspices of the American Arbitration
Association (“AAA”) in Detroit, Michigan in accordance with the Employment Dispute Resolution Rules of the AAA, including,
but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other
than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted
to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section
8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary
injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration
proceeding pursuant to this Section 8.


 


10.
Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement,
the Parties hereby consent to the jurisdiction of the State of New Jersey and the United States District Court for the District of New
Jersey. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b)
consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect
to personal jurisdiction or service of process.


 


11.
Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements between the Parties concerning such subject matter.


 


12.
Withholding. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required
to be withheld by the Company under applicable law.


 


13.
Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal
representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after
his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall
continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate,
if the Executive fails to make such designation).


 


14.
Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any
section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder
of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal
or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.


 




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15.
Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s
employment to the extent necessary to effectuate the terms contained herein.


 


16.
Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure
of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


17.
Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing
and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid,
return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of
the Company, at its main offices, attention of the Board.


 


18.
Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized
representative of the Company.


 


19.
Governing Law. This is a New Jersey contract and shall be construed under and be governed in all respects by the laws of the State
of New Jersey, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal
law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of
Appeals for the Third Circuit.


 


20.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be taken to be an original; but such counterparts shall together constitute one and the same document.


 


21.
Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement
to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain
an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.


 


22.
Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless
the context clearly indicates otherwise.


 







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IN
WITNESS WHEREOF, the Parties have executed this Agreement effective on the date and year first above written.


 


	 	 	CINGULATE
    INC.
	 	 	 
	 	 	/s/Shane
    J. Schaffer
	 	 	SHANE
    J. SCHAFFER, Chief Executive Officer
	 	 	 
	 	 	/s/
    Craig S. Gilgallon
	 	 	CRAIG
    S. GILGALLON, General Counsel
	 	 	 
	 	 	/s/
    Matthew N. Brams
	 	 	MATTHEW N. BRAMS, Chief Medical Officer


 




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