Exhibit
10.4 


 


Executive
Employment Agreement


 


Dated
as of September 1, 2021


 


This
Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”)
is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Marshall Hayward (the
“Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually
as a “Party”.


 


WHEREAS,
the Company now desires to employ the Executive as the Chief Scientific Officer of the Company and the Executive desires to serve in
such capacities on behalf of the Company, in each case subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:


 


		1.	Employment.



 


		(a)	Term.
                                            The term of this Agreement (the “Initial Term”) shall begin as of the Effective
                                            Date and shall end on the earlier of (i) the third (3rd) anniversary of the Effective
                                            Date and (ii) the time of the termination of the Executive’s employment in accordance
                                            with Section 2(d). The Initial Term and any Renewal Term (as defined below) shall automatically
                                            be extended for one or more additional terms of one (1) year each (each a “Renewal
                                            Term” and together with the Initial Term, the “Term”), unless either the
                                            Company or Executive provides notice to the other Party of their desire to not so renew the
                                            Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration
                                            of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment
                                            with the Company shall be “at will,” meaning that either Executive or the Company
                                            may terminate Executive’s employment at any time and for any reason, subject to Section
                                            3. Any contrary representations that may have been made to Executive are superseded by this
                                            Agreement.



 


		(b)	Duties.
                                            The Company hereby appoints Executive, and Executive shall serve, as the Chief Scientific
                                            Officer of the Company and shall report to the Chief Executive Officer of the Company. The
                                            Executive shall have such duties and responsibilities as are consistent with Executive’s
                                            position with the Company. In addition, the Executive shall perform all other duties and
                                            accept all other responsibilities incident to such position as may reasonably assigned to
                                            Executive by the Chief Executive Officer or the Board of Directors of the Company (the “Board”).
                                            During the Term, Executive shall devote all of Executive’s business time and energies
                                            to the business and affairs of Company. Notwithstanding the foregoing, nothing herein shall
                                            preclude Executive from (i) performing services for such other companies as Company may designate
                                            or permit; (ii) engaging in charitable activities and community affairs; and (iii) managing
                                            Executive’s personal investments and affairs; provided, however, that the activities
                                            set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially
                                            interfere, individually or in the aggregate, with the performance of Executive’s duties
                                            and responsibilities hereunder.



 




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		2.	Compensation
                                            and Other Benefits. As compensation for the services to be rendered hereunder, during
                                            the Term the Company shall pay to the Executive the salary and bonuses, and shall provide
                                            the benefits, as set forth in this Section 2.



 


		(a)	Base
                                            Salary. The Company shall pay to the Executive an annual base salary of $336,000, payable
                                            on a monthly basis commencing on the Effective Date (as the same may be adjusted herein,
                                            the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s
                                            payroll policies.



 


		(b)	Bonus.
                                            Commencing with the Company’s 2021 fiscal year, Executive shall be eligible to receive
                                            an annual cash bonus (the “Annual Performance Bonus”), with the target amount
                                            of such Annual Performance Bonus equal to thirty percent (30%) of the Base Salary in the
                                            year to which the Annual Performance Bonus relates; provided that the actual amount of the
                                            Annual Performance Bonus may be greater or less than such target amount. The amount of the
                                            Annual Performance Bonus shall be determined by the Board or an appropriate committee thereof
                                            in its sole discretion, and shall be paid to Executive no later than March 15th
                                            of the calendar year immediately following the calendar year in which it was earned. Except
                                            as provided in Section 3, Executive must be employed by Company on the last day of the applicable
                                            fiscal year to which the Annual Performance Bonus relates in order to be eligible for, and
                                            to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from
                                            the Annual Performance Bonus all amounts required to be deducted or withheld under applicable
                                            law or under any employee benefit plan in which Executive participates. Executive shall be
                                            eligible to receive any additional discretionary bonuses as determined by the Board.



 


		(c)	Fringe
                                            Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent
                                            with the practices of the Company, and to the extent the Company provides similar benefits
                                            to the Company’s executive officers. In addition to standard paid holidays, Executive
                                            may take up to twenty (20) days of paid time off per year, to be scheduled so as not to materially
                                            disrupt Company’s operations, pursuant to the terms and conditions of Company policy
                                            and practices as applied to Company senior executives.



 


		(d)	Business
                                            Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary
                                            out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection
                                            with the performance of Executive’s duties hereunder and in accordance with the Company’s
                                            expense reimbursement policies and procedures. Executive must submit any request for reimbursement
                                            no later than ninety (90) days following the date that such business expense is incurred.
                                            All reimbursements provided under this Agreement shall be made or provided in accordance
                                            with the requirements of Section 409A including, where applicable, the requirement that (i)
                                            any reimbursement is for expenses incurred during Executive’s lifetime (or during a
                                            shorter period of time specified in this Agreement); (ii) the amount of expenses eligible
                                            for reimbursement during a calendar year may not affect the expenses eligible for reimbursement
                                            in any other calendar year; (iii) the reimbursement of an eligible expense shall be made
                                            no later than the last day of the calendar year following the year in which the expense is
                                            incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation
                                            or exchange for another benefit



 




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		3.	Termination.



 


		(a)	Definition
                                            of Cause. For purposes hereof, “Cause” shall mean:



 


		(i)	a
                                            violation of any material written rule or policy of the Company for which violation any employee
                                            may be terminated pursuant to the written policies of the Company reasonably applicable to
                                            an executive employee;
	 	 	 
		(ii)	misconduct
                                            by the Executive to the material detriment of the Company;
	 	 	 
		(iii)	the
                                            Executive’s conviction (by a court of competent jurisdiction, not subject to further
                                            appeal) of, or pleading guilty to, a felony;
	 	 	 
		(iv)	the
                                            Executive’s gross negligence in the performance of Executive’s duties and responsibilities
                                            to the Company as described in this Agreement; or
	 	 	 
		(v)	the
                                            Executive’s material failure to perform Executive’s duties and responsibilities
                                            to the Company as described in this Agreement (other than any such failure resulting from
                                            the Executive’s incapacity due to physical or mental illness or any such failure subsequent
                                            to the Executive being delivered a notice of termination without Cause by the Company or
                                            delivering a notice of termination for Good Reason to the Company), in either case after
                                            written notice from the Board to the Executive of the specific nature of such material failure
                                            and the Executive’s failure to cure such material failure within 10 days following
                                            receipt of such notice.



 


		(b)	Definition
                                            of Good Reason. For purposes hereof, “Good Reason” shall mean:



 


		(i)	at
                                            any time following a Change of Control (as defined below), a material diminution by the Company
                                            of compensation and benefits (taken as a whole) provided to the Executive immediately prior
                                            to a Change of Control;
	 	 	 
		(ii)	a
                                            reduction in Base Salary or target or maximum bonus, other than as part of an across the board
                                            reduction in salaries of management personnel;
	 	 	 
		(iii)	the
                                            relocation of the Executive’s principal executive office to a location more than 50
                                            miles further from the Executive’s principal executive office immediately prior to
                                            such relocation; or
	 	 	 
		(iv)	a
                                            material breach by the Company of any of the terms and conditions of this Agreement which
                                            the Company fails to correct within 10 days after the Company receives written notice from
                                            Executive of such violation.



 




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		(c)	Definition
                                            of Change of Control. A “Change of Control” shall be deemed to have occurred
                                            if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under
                                            the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities
                                            representing more than 50% of the combined voting power of the Company is acquired by any
                                            “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than
                                            the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities
                                            under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company
                                            with or into another corporation where the shareholders 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 Exchange Act), directly
                                            or indirectly, shares representing in the aggregate 50% or more of the combined voting power
                                            of the securities of the corporation issuing cash or securities in the consolidation or merger
                                            (or of its ultimate parent corporation, if any) in substantially the same proportion as their
                                            ownership of the Company immediately prior to such merger or consolidation, or (iii) the
                                            sale or other disposition of all or substantially all of the Company’s assets to an
                                            entity, other than a sale or disposition by the Company of all or substantially all of the
                                            Company’s assets to an entity, at least 50% of the combined voting power of the voting
                                            securities of which are owned directly or indirectly by shareholders of the Company, immediately
                                            prior to the sale or disposition, in substantially the same proportion as their ownership
                                            of the Company immediately prior to such sale or disposition.



 


		(d)	Termination
                                            by the Company. The Company may terminate the Term and Executive’s employment hereunder
                                            at any time, with or without Cause, subject to the terms and conditions herein.



 


		(i)	For
                                            Cause. In the event that the Company terminates the Term or Executive’s employment
                                            hereunder with Cause, with the existence of “Cause” to be determined by the Board,
                                            then in such event, subject to Section 3(g), (i) the Company shall pay to Executive any unpaid
                                            Base Salary and benefits then owed or accrued, and any unreimbursed expenses, pursuant to
                                            the terms of Section 2(d), incurred by the Executive in each case through the termination
                                            date, and each of which shall be paid within 10 days following the termination date; (ii)
                                            any unvested portion of any equity granted to Executive hereunder or under the Option Agreement
                                            or any other agreements with the Company (collectively, the “Equity Grants”)
                                            shall immediately be forfeited as of the termination date without any further action of the
                                            Parties; and (iii) all of the Parties’ rights and obligations hereunder shall thereafter
                                            cease, other than such rights or obligations which arose prior to the termination date or
                                            in connection with such termination, and subject to Section 15.



 




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		(ii)	Without
                                            Cause. In the event that the Company terminates the Term or Executive’s employment
                                            hereunder without Cause, then in such event, subject to Section 3(g), (i) the Company shall
                                            pay to Executive any Base Salary and benefits then owed or accrued and any unreimbursed expenses
                                            incurred by the Executive in each case through the termination date, and each of which shall
                                            be paid within 10 days following the termination date; (ii) the Company shall pay to Executive
                                            an amount in cash equal to the target Annual Performance Bonus for which Executive would
                                            have been eligible with respect to the year in which termination of Executive’s employment
                                            occurs multiplied by a fraction, the numerator of which is the number of calendar days during
                                            which Executive is employed by Company during the year of termination and the denominator
                                            of which is 365 (the “Pro-Rated Bonus”), which shall be paid within 10 days following
                                            the termination date; (iii) the Company shall continue to pay to Executive the Base Salary
                                            that would have been paid to Executive for the following twelve (12) month period, assuming
                                            that this Agreement and the Term had remained in effect, which shall be paid in accordance
                                            with the Company’s customary payroll schedule; (iv) any Equity Grant already made to
                                            Executive shall, to the extent not already vested, be deemed automatically vested; and (v)
                                            all of the Parties’ rights and obligations hereunder shall thereafter cease, other
                                            than such rights or obligations which arose prior to the termination date or in connection
                                            with such termination, and subject to Section 15.



 


		(e)	Termination
                                            by the Executive. The Executive may terminate the Term and resign from Executive’s
                                            employment hereunder at any time, with or without Good Reason.



 


		(i)	With
                                            Good Reason. In the event that Executive terminates the Term or resigns from Executive’s
                                            employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and
                                            Executive shall, subject to Section 3(g), be entitled to such benefits (including without
                                            limitation any vesting of unvested shares under any Equity Grant), that would have been payable
                                            to Executive or which Executive would have received had the Term and Executive’s employment
                                            been terminated by the Company without Cause pursuant to Section 3(d)(ii).



 


		(ii)	Without
                                            Good Reason. In the event that Executive terminates the Term or resigns from Executive’s
                                            employment hereunder without Good Reason, the Company shall pay to Executive the amounts,
                                            and Executive shall be entitled, subject to Section 3(g), to such benefits (including without
                                            limitation any vesting of unvested shares under any Equity Grant), that would have been payable
                                            to Executive or which Executive would have received had the Term and Executive’s employment
                                            been terminated by the Company with Cause pursuant to Section 3(d)(i).



 


		(f)	Termination
                                            by Death or Disability. In the event of the Executive’s death or total disability
                                            (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during
                                            the Term, the Term and Executive’s employment shall terminate on the date of death
                                            or total disability. In the event of such termination, the Company’s sole obligations
                                            hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary,
                                            any accrued and unpaid Annual Performance Bonus for the prior fiscal year; and the Pro-Rated
                                            Bonus, each of which shall be paid within 10 days following the date of the Executive’s
                                            termination, and any unvested portion of any Equity Grants shall immediately be forfeited
                                            as of the termination date without any further action of the Parties.



 


		(g)	Conflict.
                                            In the event of a conflict between the terms and conditions herein and those in any other
                                            agreement or contract between the Company and the Executive with respect to any Equity Grants
                                            granted to Executive, the terms and conditions of such other agreement or contract shall
                                            control.



 




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		4.	Payments.



 


		(a)	Anything
                                            in this Agreement to the contrary notwithstanding, if it is determined that any payment or
                                            benefit provided to the Executive under this Agreement or otherwise, whether or not in connection
                                            with a Change of Control (a “Payment”), would constitute an “excess parachute
                                            payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as
                                            amended (the “Code”), such that the Payment would be subject to an excise tax
                                            under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the
                                            Executive an additional amount (the “Gross-Up Payment”) such that the net amount
                                            of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and
                                            any federal, state and local income and employment tax on the Gross-Up Payment, shall be
                                            equal to the Excise Tax due on the Payment and any interest and penalties in respect of such
                                            Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall
                                            be deemed to pay federal income tax and employment taxes at the highest marginal rate of
                                            federal income and employment taxation in the calendar year in which the Gross-Up Payment
                                            is to be made and state and local income taxes at the highest marginal rate of taxation in
                                            the state and locality of Executive’s residence (or, if greater, the state and locality
                                            in which Executive is required to file a nonresident income tax return with respect to the
                                            Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum
                                            reduction in federal income taxes that may be obtained from the deduction of such state and
                                            local taxes.



 


		(b)	All
                                            determinations made pursuant to Section 4(a) shall be made by the Company which shall provide
                                            its determination and any supporting calculations (the “Determination”) to the
                                            Executive within thirty days of the date of the Executive’s termination or any other
                                            date selected by the Executive or the Company. Within ten calendar days of the delivery of
                                            the Determination to the Executive, the Executive shall have the right to dispute the Determination
                                            (the “Dispute”). The existence of any Dispute shall not in any way affect the
                                            Executive’s right to receive the Gross-Up Payments in accordance with the Determination.
                                            If there is no dispute, the Determination by the Company shall be final, binding and conclusive
                                            upon the Executive, subject to the application of Section 4(c). Within ten days after the
                                            Company’s determination, the Company shall pay to the Executive the Gross-Up Payment,
                                            if any. If the Company determines that no Excise Tax is payable by the Executive, it will,
                                            at the same time as it makes such Determination, furnish Executive with an opinion that the
                                            Executive has substantial authority not to report any Excise Tax on Executive’s federal,
                                            state, local income or other tax return. The Company agrees to indemnify and hold harmless
                                            the Executive of and from any and all claims, damages and expenses resulting from or relating
                                            to its determinations pursuant to this Section 4(b), except for claims, damages or expenses
                                            resulting from the gross negligence or willful misconduct of the Company.



 




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		(c)	As
                                            a result of the uncertainty in the application of sections 4999 and 280G of the Code, it
                                            is possible that the Gross-Up Payments either will have been made which should not have been
                                            made, or will not have been made which should have been made, by the Company (an “Excess
                                            Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is
                                            established pursuant to (A) a final determination of a court for which all appeals have been
                                            taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue
                                            Service (the “IRS”) proceeding which has been finally and conclusively resolved,
                                            that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed
                                            for all purposes to be a loan to the Executive made on the date the Executive received the
                                            Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the
                                            Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment
                                            or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if
                                            the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess
                                            Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d)
                                            of the Code) compounded semi-annually for any period during which the Executive held such
                                            Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect
                                            of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment
                                            occurs as determined under one or more of the following circumstances: (I) such determination
                                            is made by the Company (which shall include the position taken by the Company, together with
                                            its consolidated group, on its federal income tax return) or is made by the IRS, (II) such
                                            determination is made by a court, or (III) such determination is made upon the resolution
                                            to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount
                                            equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination
                                            or resolution, together with interest on such amount at 120% of the applicable federal rate
                                            compounded semi-annually from the date such amount should have been paid to the Executive
                                            pursuant to the terms of this Agreement or otherwise, but for the operation of this Section
                                            4(c), until the date of payment.



 


		5.	Post-Termination
                                            Assistance. Upon the Executive’s termination of employment with the Company, the
                                            Executive agrees to fully cooperate in all matters relating to the winding up or pending
                                            work on behalf of the Company and the orderly transfer of work to other employees of the
                                            Company following any termination of the Executives’ employment. The Executive further
                                            agrees that Executive will provide, upon reasonable notice, such information and assistance
                                            to the Company as may reasonably be requested by the Company in connection with any audit,
                                            governmental investigation, litigation, or other dispute in which the Company is or may become
                                            a party and as to which the Executive has knowledge; provided, however, that (i) the Company
                                            agrees to reimburse the Executive for any related out-of-pocket expenses, including travel
                                            expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s
                                            then current employment.



 


		6.	No
                                            Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment
                                            or take any other action by way of mitigation of the amounts payable to the Executive under
                                            any of the provisions of this Agreement and such amounts shall not be reduced, regardless
                                            of whether the Executive obtains other employment. The Company’s obligation to make
                                            the payments provided for in this Agreement and otherwise to perform its obligations hereunder
                                            shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim,
                                            recoupment, defense or other right which the Company may have against the Executive or others;
                                            provided, however, the Company shall have the right to offset the amount of any funds loaned
                                            or advanced to the Executive and not repaid against any severance obligations the Company
                                            may have to the Executive hereunder.



 




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		7.	Confidentiality



 


		(a)	Definition.
                                            For purposes of this Agreement, “Confidential Information” shall mean all
                                            Company Work Product (as hereinafter defined) and all non-public written, electronic, and
                                            oral information or materials of Company communicated to or otherwise obtained by Executive
                                            in connection with this Agreement, which is related to the products, business and activities
                                            of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers,
                                            clients, suppliers, and other entities with which such party does business, including: (i)
                                            all costing, pricing, technology, software, documentation, research, techniques, procedures,
                                            processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual
                                            property and all other proprietary information of Company; (ii) the terms of this Agreement;
                                            and (iii) any other information identified as confidential in writing by Company. Confidential
                                            Information shall not include information that: (a) was lawfully known by Executive without
                                            an obligation of confidentiality before its receipt from Company; (b) is independently developed
                                            by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly
                                            available without a breach by Executive of this Agreement; or (d) is disclosed to Executive
                                            by a third party which is not required to maintain its confidentiality. An “Affiliate”
                                            of a Party shall mean any entity directly or indirectly controlling, controlled by, or under
                                            common control with, such Party at any time during the Term for so long as such control exists.



 


		(b)	Company
                                            Ownership. Company shall retain all right, title, and interest to the Confidential Information,
                                            including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets
                                            and other intellectual property rights inherent therein and appurtenant thereto. Subject
                                            to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,
                                            non-transferable, license during the Term to use any Confidential Information solely to the
                                            extent that such Confidential Information is necessary for the performance of Executive’s
                                            duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire
                                            any proprietary rights whatsoever in Confidential Information, which shall be the sole and
                                            exclusive property and confidential information of Company. No identifying marks, copyright
                                            or proprietary right notices may be deleted from any copy of Confidential Information. Nothing
                                            contained herein shall be construed to limit the rights of Company from performing similar
                                            services for, or delivering the same or similar deliverable to, third parties using the Confidential
                                            Information and/or using the same personnel to provide any such services or deliverables.



 


		(c)	Confidentiality
                                            Obligations. Executive agrees to hold the Confidential Information in confidence and
                                            not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose
                                            such Confidential Information to any person or entity or to use the Confidential Information
                                            for any purposes whatsoever, without the express written permission of Company, other than
                                            disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors
                                            and agents on a “need-to-know” basis as reasonably required for the performance
                                            of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall
                                            be responsible to Company for any violation of this Section 7 by Executive’s employees,
                                            subcontractors, and agents. Executive shall maintain the Confidential Information with the
                                            same degree of care, but no less than a reasonable degree of care, as Executive employs concerning
                                            its own information of like kind and character.



 




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		(d)	Required
                                            Disclosure. If Executive is requested to disclose any of the Confidential Information
                                            as part of an administrative or judicial proceeding, Executive shall, to the extent permitted
                                            by applicable law, promptly notify Company of that request and cooperate with Company, at
                                            Company’s expense, in seeking a protective order or similar confidential treatment
                                            for the Confidential Information. If no protective order or other confidential treatment
                                            is obtained, Executive shall disclose only that portion of Confidential Information which
                                            is legally required and will exercise all reasonable efforts to obtain reliable assurances
                                            that confidential treatment will be accorded the Confidential Information which is required
                                            to be disclosed.



 


		(e)	Enforcement.
                                            Executive acknowledges that the Confidential Information is unique and valuable, and
                                            that remedies at law will be inadequate to protect Company from any actual or threatened
                                            breach of this Section 7 by Executive and that any such breach would cause irreparable and
                                            continuing injury to Company. Therefore, Executive agrees that Company shall be entitled
                                            to seek equitable relief with respect to the enforcement of this Section 7 without any requirement
                                            to post a bond, including, without limitation, injunction and specific performance, without
                                            proof of actual damages or exhausting other remedies, in addition to all other remedies available
                                            to Company at law or in equity. For greater clarity, in the event of a breach or threatened
                                            breach by Executive of any of the provisions of this Section 7, in addition to and not in
                                            limitation of any other rights, remedies or damages available at law or in equity, Company
                                            shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain
                                            any such breach or threatened breach by Executive, and Executive agrees that an interim injunction
                                            may be granted against Executive immediately on the commencement of any action, claim, suit
                                            or proceeding by Company to enforce the provisions of this Section 7, and Executive further
                                            irrevocably consents to the granting of any such interim or permanent injunction or any like
                                            remedy. If any action at law or in equity is necessary to enforce the terms of this Section
                                            7, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal
                                            fees and expenses on a substantial indemnity basis.



 


		(f)	Related
                                            Duties. Executive shall: (i) promptly deliver to Company upon Company’s request
                                            all materials in Executive’s possession which contain Confidential Information; (ii)
                                            use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;
                                            (iii) notify Company in writing immediately upon discovery of any such unauthorized use or
                                            disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential
                                            Information and to prevent further unauthorized use and disclosure thereof.



 


		(g)	Legal
                                            Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive
                                            may disclose confidential information as may be expressly required by law, governmental rule,
                                            regulation, executive order, court order, or in connection with a dispute between the Parties;
                                            provided that prior to making any such disclosure, subject to applicable law, Executive shall
                                            use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior
                                            written notice setting forth with specificity the reason(s) for such disclosure, supporting
                                            documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope
                                            and duration of such disclosure to the strictest possible extent.



 




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		(h)	Limitation.
                                            Except as specifically set forth herein, no licenses or rights under any patent, copyright,
                                            trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied
                                            by this Agreement. Except for the restrictions on use and disclosure of Confidential Information
                                            imposed in this Agreement, no obligation of any kind is assumed or implied against either
                                            Party or their Affiliates by virtue of meetings or conversations between the Parties hereto
                                            with respect to the subject matter stated above or with respect to the exchange of Confidential
                                            Information. Each Party further acknowledges that this Agreement and any meetings and communications
                                            of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute
                                            an offer, request, invitation or contract with the other Party to engage in any research,
                                            development or other work; (ii) constitute an offer, request, invitation or contract involving
                                            a buyer-seller relationship, joint venture, teaming or partnership relationship between the
                                            Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,
                                            guarantee or inducement with respect to the accuracy or completeness of any Confidential
                                            Information or the non-infringement of the rights of third persons.



 


		8.	Intellectual
                                            Property Rights.



 


		(a)	Disclosure
                                            of Work Product. As used in this Agreement, the term “Work Product” means
                                            any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae,
                                            processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable
                                            or patentable works. Executive agrees to disclose promptly in writing to Company, or any
                                            person designated by Company, all Work Product that is solely or jointly conceived, made,
                                            reduced to practice, or learned by Executive in the course of any work performed for Company
                                            (“Company Work Product”). Executive agrees (a) to use Executive’s best
                                            efforts to maintain such Company Work Product in trust and strict confidence; (b) not to
                                            use Company Work Product in any manner or for any purpose not expressly set forth in this
                                            Agreement; and (c) not to disclose any such Company Work Product to any third party without
                                            first obtaining Company’s express written consent on a case-by-case basis.



 


		(b)	Ownership
                                            of Company Work Product. Executive agrees that any and all Company Work Product conceived,
                                            written, created or first reduced to practice in the performance of work under this Agreement
                                            shall be deemed “work for hire” under applicable law and shall be the sole and
                                            exclusive property of Company.



 


		(c)	Assignment
                                            of Company Work Product. Executive irrevocably assigns to Company all right, title and
                                            interest worldwide in and to the Company Work Product and all applicable intellectual property
                                            rights related to the Company Work Product, including without limitation, copyrights, trademarks,
                                            trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary
                                            Rights”). Except as set forth below, Executive retains no rights to use the Company
                                            Work Product and agrees not to challenge the validity of Company’s ownership in the
                                            Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully
                                            paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through
                                            multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform,
                                            and display in any form or medium whether now known or later developed, distribute, make,
                                            use and sell any and all Executive owned or controlled Work Product or technology that Executive
                                            uses to complete the services and which is necessary for Company to use or exploit the Company
                                            Work Product.



 




    	10



    	 



    

 


		(d)	Assistance.
                                            Executive agrees to cooperate with Company or its designee(s), both during and after
                                            the Term, in the procurement and maintenance of Company’s rights in Company Work Product
                                            and to execute, when requested, any other documents deemed necessary by Company to carry
                                            out the purpose of this Agreement. Executive will assist Company in every proper way to obtain,
                                            and from time to time enforce, United States and foreign Proprietary Rights relating to Company
                                            Work Product in any and all countries. Executive’s obligation to assist Company with
                                            respect to Proprietary Rights relating to such Company Work Product in any and all countries
                                            shall continue beyond the termination of this Agreement, but Company shall compensate Executive
                                            at a reasonable rate to be mutually agreed upon after such termination for the time actually
                                            spent by Executive at Company’s request on such assistance.



 


		(e)	Execution
                                            of Documents. In the event Company is unable for any reason, after reasonable effort,
                                            to secure Executive’s signature on any document requested by Company pursuant to this
                                            Section 8 within seven (7) days of the Company’s initial request to Executive, Executive
                                            hereby irrevocably designates and appoints Company and its duly authorized officers and agents
                                            as its agent and attorney in fact, which appointment is coupled with an interest, to act
                                            for and on its behalf solely to execute, verify and file any such documents and to do all
                                            other lawfully permitted acts to further the purposes of this Section 8 with the same legal
                                            force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company
                                            any and all claims, of any nature whatsoever, which Executive now or may hereafter have for
                                            infringement of any Proprietary Rights assignable hereunder to Company.



 


		(f)	Executive
                                            Representations and Warranties. Executive hereby represents and warrants that: (i) Company
                                            Work Product will be an original work of Executive or all applicable third parties will have
                                            executed assignments of rights reasonably acceptable to Company; (ii) neither the Company
                                            Work Product nor any element thereof will infringe the intellectual property rights of any
                                            third party; (iii) neither the Company Work Product nor any element thereof will be subject
                                            to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances
                                            or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest
                                            whatsoever in the Company Work Product to any third party; (v) Executive has full right and
                                            power to enter into and perform Executive’s obligations under this Agreement without
                                            the consent of any third party; (vi) Executive will use best efforts to prevent injury to
                                            any person (including employees of Company) or damage to property (including Company’s
                                            property) during the Term; and (vii) should Company permit Executive to use any of Company’s
                                            equipment, tools, or facilities during the Term, such permission shall be gratuitous and
                                            Executive shall be responsible for any injury to any person (including death) or damage to
                                            property (including Company’s property) arising out of use of such equipment, tools
                                            or facilities.



 




    	11



    	 



    

 


		9.	Non-Compete
                                            and Non-Solicitation



 


		(a)	Existing
                                            Business Interests. The Parties acknowledge that the Company is engaged in the various
                                            business as disclosed to the Executive (together with such other activities as may be engaged
                                            in from time to time, the “Existing Business”). As part of this Existing Business,
                                            Company has developed and continues to develop Confidential Information regarding the operation
                                            of such business. In addition, Company has developed and continues to develop substantial
                                            relationships with existing and prospective clients, accounts, suppliers and others, as well
                                            as goodwill associated with these relationships and business. These relationships are a substantial
                                            business asset owned by, and proprietary to, Company and are integral to Company’s
                                            Existing Business and continued operation.



 


		(b)	Developing
                                            Business Interests. The Company also is engaged in expanding its business by developing
                                            new business concepts and services (the “Developing Business”). As part of this
                                            Developing Business, the Company has developed
                                            and continues to develop Confidential Information related thereto, valuable relationships
                                            with prospective and existing clients, accounts, suppliers and others, and continues to create
                                            goodwill associated with these relationships and business. The Developing Business is a substantial
                                            business asset owned by, and proprietary to, the Company.



 


		(c)	Other
                                            Legitimate Business Interests. In addition to the Existing Business and the Developing
                                            Business, Company has other legitimate business interests which are necessary to protect
                                            through the provisions of this Section 9, which Executive acknowledges include, but
                                            are not limited to the following (collectively the “Other Legitimate Business Interests”):



 


		(i)	The
                                            Company has expended considerable resources in developing relationships with its suppliers,
                                            clients and customers;



 


		(ii)	The
                                            Company has expended considerable resources to recruit and hire vendors and/or employees
                                            who could perform services for Company;



 


		(iii)	Executive
                                            may, through the contractual relationship set forth herein, develop a substantial relationship
                                            with Company’s existing or potential clients, including but not limited to being the
                                            sole or primary contact between Company and its clients and principals; and



 


		(iv)	The
                                            relationship between Company and its clients and principals will depend on the quality and
                                            quantity of the services Executive performs for Company.



 


		(d)	Acknowledgement
                                            of Company’s Right to Protection of Business Interests. Executive acknowledges
                                            and agrees that Company desires, is entitled to, and deserves, protection
                                            of its legitimate business interests associated with the Existing Business, the Developing
                                            Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the
                                            restrictions set forth in this Section 9 as reasonable under the circumstances.



 




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		(e)	Non-Compete
                                            Restriction.



 


		(i)	Subject
                                            to applicable law, Executive agrees that, for the Term and for a period of nine (9) months
                                            thereafter, Executive shall not, directly or indirectly: (i) engage in any other business,
                                            association or relationship of any kind with any business which provides, in whole or in
                                            part, the same or similar services and/or products offered by Company as part of its Existing
                                            Business or Developing Businesses which directly or indirectly competes with Company; nor
                                            (ii) solicit or accept, or induce any person to reduce goods or services to Company, or in
                                            any manner assist others in the solicitation, acceptance, or inducement of, any business
                                            transactions with Company’s existing and prospective clients, accounts, suppliers and/or
                                            other persons or entities with whom Company has had business relationships (or whom Company
                                            had specifically identified for a prospective business relationship). As used herein, Executive
                                            shall be considered “directly engaged” in such business if Executive acts as
                                            a shareholder, officer, owner, consultant, associate, employee or agent of any business offering
                                            and/or providing any of the restricted services and/or products identified above; and shall
                                            be considered “indirectly engaged” if any immediate relative of such persons
                                            (spouse, children, parents or siblings), or other person with whom such persons have a significant
                                            personal relationship, is engaged in such business.



 


		(ii)	Executive
                                            agrees that the geographic scope of the above restrictions shall extend to the geographic
                                            area in which Company actively conducted business immediately prior to termination of this
                                            Agreement.



 


		(f)	No-Solicitation.
                                            In recognition and consideration of Company’s Existing Business, Developing Business
                                            and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,
                                            for the Term and for a period of three (3) years thereafter, Executive shall not, directly
                                            or indirectly solicit or discuss with any employee of Company the employment of such Company
                                            employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,
                                            hire or attempt to hire any such Company employee on behalf of any commercial enterprise
                                            other than Company. Nothing in this Section 9(f) shall prohibit Executive from undertaking
                                            a general recruitment advertisement provided that the foregoing is not targeted towards any
                                            person identified above, or from hiring, employing or engaging any such person who responds
                                            to such general recruitment advertisement.



 


		(g)	Remedies
                                            for Breach of Restrictions.



 


		(i)	Executive
                                            admits and agrees that Executive’s breach of the provisions of this Section 9 would
                                            result in irreparable harm to Company. Accordingly, in the event of Executive’s breach
                                            or threatened breach of such restrictions, Executive agrees that Company shall be entitled
                                            to an injunction restraining such breach or threatened breach without the necessity of posting
                                            a bond or other security. Further, in the event of Executive’s breach, the duration
                                            of the restrictions contained in this Section 9 shall be extended for the entire time that
                                            the breach existed so that Company is provided with the full time period provided herein.



 




    	13



    	 



    

 


		(ii)	In
                                            addition to injunctive relief, Company shall be entitled to any other remedy available in
                                            law or equity by reason of Executive’s breach or threatened breach of the restrictions
                                            contained in this Section 9.



 


		(iii)	If
                                            the Company justifiably retains an attorney to enforce the provisions of this Section 9,
                                            the Company shall be entitled to recover its reasonable attorneys’ fees and costs so
                                            incurred from Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.



 


		(h)	Blue
                                            Pencil. Executive has carefully read and considered the provisions of this Section 9
                                            and, having done so, agrees that the restrictions set forth in such Section 9 are fair and
                                            reasonable and are reasonably required for the protection of the legitimate business interests
                                            of the Company. In the event that a court of competent jurisdiction shall determine that
                                            any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is
                                            their desire that such court substitute an enforceable restriction in place of any restriction
                                            deemed unenforceable, and that the substitute restriction be deemed incorporated herein and
                                            enforceable against Executive. It is the intent of the Parties hereto that the court, in
                                            so determining any such enforceable substitute restriction, recognize that it is their intent
                                            that the foregoing restrictions be imposed and maintained to the greatest extent possible.



 


		10.	Representations
                                            and Warranties Relating to Securities. The Options, any shares of Common Stock or other
                                            securities of the Company that may be issued or granted to the Executive hereunder or pursuant
                                            to any other agreement between the Company and the Executive in connection with the transactions
                                            contemplated herein may be referred to as the “Securities”, and Executive represents
                                            and warrants to the Company as set forth in this Section 10 with respect to the Securities
                                            and Executive’s receipt thereof, as of the Effective Date and as of the date of any
                                            issuance or granting of any Securities.



 


		(a)	Executive
                                            is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
                                            D promulgated pursuant to the Securities Act (an “Accredited Investor”).



 


		(b)	Executive
                                            hereby represent that the Securities awarded pursuant to this Agreement are being acquired
                                            for Executive’s own account and not for sale or with a view to distribution thereof.
                                            Executive acknowledges and agrees that any sale or distribution of Securities which have
                                            vested may be made only pursuant to either (a) a registration statement on an appropriate
                                            form under the Securities Act of 1933, as amended (the “Securities Act”), which
                                            registration statement has become effective and is current with regard to the shares being
                                            sold, or (b) a specific exemption from the registration requirements of the Securities Act
                                            that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory
                                            to counsel for the Company, prior to any such sale or distribution. Executive hereby consents
                                            to such action as the Board or the Company deems necessary or appropriate from time to time
                                            to prevent a violation of, or to perfect an exemption from, the registration requirements
                                            of the Securities Act or to implement the provisions of this Agreement, including but not
                                            limited to placing restrictive legends on certificates evidencing shares of Securities (whether
                                            or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions
                                            to the Company’s stock transfer agent.



 




    	14



    	 



    

 


		(c)	Executive
                                            understands that the Securities is being offered and sold to Executive in reliance upon specific
                                            exemptions from the registration requirements of United States federal and state securities
                                            laws and that the Company is relying upon the truth and accuracy of, and Executive’s
                                            compliance with, the representations, warranties, agreements, acknowledgments and understandings
                                            of the Executive set forth herein in order to determine the availability of such exemptions
                                            and the eligibility of the Executive to acquire the Securities.



 


		(d)	Executive
                                            has been furnished with all documents and materials relating to the business, finances and
                                            operations of the Company and information that Executive requested and deemed material to
                                            making an informed investment decision regarding its acquisition of the Securities. Executive
                                            has been afforded the opportunity to review such documents and materials and the information
                                            contained therein. Executive has been afforded the opportunity to ask questions of the Company
                                            and its management. Executive understands that such discussions, as well as any written information
                                            provided by the Company, were intended to describe the aspects of the Company’s business
                                            and prospects which the Company believes to be material, but were not necessarily a thorough
                                            or exhaustive description and the Company makes no representation or warranty with respect
                                            to the completeness of such information and makes no representation or warranty of any kind
                                            with respect to any information provided by any entity other than the Company. Some of such
                                            information may include projections as to the future performance of the Company, which projections
                                            may not be realized, may be based on assumptions which may not be correct and may be subject
                                            to numerous factors beyond the Company’s control. Additionally, Executive understands
                                            and represents that Executive is acquiring the Securities notwithstanding the fact that the
                                            Company may disclose in the future certain material information that the Executive has not
                                            received. Executive has sought such accounting, legal and tax advice as Executive has considered
                                            necessary to make an informed investment decision with respect to Executive’s investment
                                            in the Securities. Executive has full power and authority to make the representations referred
                                            to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,
                                            either personally, or together with Executive’s advisors has such knowledge and experience
                                            in financial and business matters as to be capable of evaluating the merits and risks of
                                            an investment in the Securities, is able to bear the risks of an investment in the Securities
                                            and understands the risks of, and other considerations relating to, a purchase of the Securities.
                                            The Executive and Executive’s advisors have had a reasonable opportunity to ask questions
                                            of and receive answers from the Company concerning the Securities. Executive’s financial
                                            condition is such that Executive is able to bear the risk of holding the Securities that
                                            Executive may acquire pursuant to this Agreement for an indefinite period of time, and the
                                            risk of loss of Executive’s entire investment in the Company. Executive has investigated
                                            the acquisition of the Securities to the extent Executive deemed necessary or desirable and
                                            the Company has provided Executive with any reasonable assistance Executive has requested
                                            in connection therewith. No representations or warranties have been made to Executive by
                                            the Company, or any representative of the Company, or any securities broker/dealer, other
                                            than as set forth in this Agreement.



 




    	15



    	 



    

 


		(e)	Executive
                                            also acknowledges and agrees that an investment in the Securities is highly speculative and
                                            involves a high degree of risk of loss of the entire investment in the Company and there
                                            is no assurance that a public market for the Securities will ever develop and that, as a
                                            result, Executive may not be able to liquidate Executive’s investment in the Securities
                                            should a need arise to do so. Executive is not dependent for liquidity on any of the amounts
                                            Executive is investing in the Securities. Executive has full power and authority to make
                                            the representations referred to herein, to acquire the Securities and to execute and deliver
                                            this Agreement. Executive understands that the representations and warranties herein are
                                            to be relied upon by the Company as a basis for the exemptions from registration and qualification
                                            of the issuance and sale of the Securities under the federal and state securities laws and
                                            for other purposes.



 


		(f)	Executive
                                            understands that no United States federal or state agency or any other government or governmental
                                            agency has passed upon or made any recommendation or endorsement of the Securities.



 


		(g)	Executive
                                            understands that until such time as the Securities have been registered under the Securities
                                            Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation
                                            S without any restriction as to the number of securities as of a particular date that can
                                            then be immediately sold, the Securities may bear a restrictive legend in substantially the
                                            following form (and a stop-transfer order may be placed against transfer of the certificates
                                            for such Securities):



 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


		(h)	This
                                            Agreement has been duly and validly authorized by Executive. This Agreement has been duly
                                            executed and delivered on behalf of Executive, and this Agreement constitutes a valid and
                                            binding agreement of Executive enforceable in accordance with its terms.



 


		(i)	Executive
                                            is an individual resident of the state set forth in the notices provision for Executive herein.



 




    	16



    	 



    

 


		11.	Effect
                                            of Waiver. The waiver by either Party of a breach of any provision of this Agreement
                                            shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver
                                            shall be valid unless in writing.



 


		12.	Assignment.
                                            This Agreement may not be assigned by either Party without the express prior written consent
                                            of the other Party hereto, except that Company may transfer, assign or delegate to any successor
                                            (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
                                            all of the business and/or assets of the Company any of Company’s rights, obligations
                                            or duties hereunder. As used in this Agreement, “Company” shall mean the Company
                                            as hereinbefore defined and any successor to its business and/or assets as aforesaid which
                                            assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement
                                            shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns
                                            of the Parties.



 


		13.	No
                                            Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is
                                            intended solely for the benefit of the Parties hereto and is not intended to confer any benefits
                                            upon, or create any rights in favor of, any person or entity other than the Parties hereto.



 


		14.	Entire
                                            Agreement; Effectiveness of Agreement. This Agreement, the Option Agreement and any other
                                            agreement entered into between the Company and Executive with respect to the issuance of
                                            any equity securities of the Company or other equity awards relating to the Company set forth
                                            the entire agreement of the Parties hereto and shall supersede any and all prior agreements
                                            and understandings concerning the Executive’s employment by the Company. This Agreement
                                            may be changed only by a written document signed by the Executive and the Company.



 


		15.	Survival.
                                            The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section
                                            9 and Section 13 through Section 26, inclusive, shall survive any termination or expiration
                                            of this Agreement, and provided that any expiration or termination of this Agreement shall
                                            not excuse a Party from compliance with, or fulfillment of, any obligations or conditions
                                            which arose prior to such expiration or termination.



 


		16.	Severability.
                                            If any one or more of the provisions, or portions of any provision, of the Agreement shall
                                            be held to be invalid, illegal or unenforceable, the validity, legality or enforceability
                                            of the remaining provisions or parts hereof shall not in any way be affected or impaired
                                            thereby.



 


		17.	Governing
                                            Law and Waiver of Jury Trial.



 


		(a)	All
                                            questions concerning the construction, validity, enforcement and interpretation of this Agreement
                                            shall be determined, and this Agreement shall be governed by and construed and enforced in
                                            accordance with the internal laws of the State of Florida, and for all purposes shall be
                                            construed in accordance with the laws of such state, without giving effect to the choice
                                            of law provisions of such state.



 




    	17



    	 



    

 


		(b)	Subject
                                            to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall
                                            be commenced in the state OF FLORIDA AND THE UNITED STATES federal courts sitting in PALM
                                            BEACH COUNTY, FLORIDA (the “Selected Courts”). Each Party hereto hereby irrevocably
                                            submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any
                                            dispute hereunder or in connection herewith or with any transaction contemplated hereby or
                                            discussed herein (including with respect to the enforcement of the rights of a Party under
                                            this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action
                                            or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected
                                            Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each
                                            Party hereby irrevocably waives personal service of process and consents to process being
                                            served in any such suit, action or proceeding by mailing a copy thereof via registered or
                                            certified mail or overnight delivery (with evidence of delivery) to such Party at the address
                                            in effect for notices to it under this Agreement and agrees that such service shall constitute
                                            good and sufficient service of process and notice thereof. Nothing contained herein shall
                                            be deemed to limit in any way any right to serve process in any other manner permitted by
                                            applicable law.



 


		(c)	TO
                                            THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL
                                            RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
                                            TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES
                                            THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
                                            OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
                                            FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
                                            TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
                                            IN THIS SECTION 17(c).



 


		(d)	Subject
                                            to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce
                                            any provisions of this Agreement, then the prevailing Party in such action or proceeding
                                            shall be reimbursed by the other Party for its attorney’s fees and other costs and
                                            expenses incurred in the investigation, preparation and prosecution of such action or proceeding.



 




    	18



    	 



    

 


		18.	Arbitration.
                                            Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s
                                            employment by the Company, including, but not limited to, common law and statutory claims
                                            for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration
                                            in Jupiter, Florida pursuant to then-prevailing National Rules for the Resolution of Employment
                                            Disputes of the American Arbitration Association. The arbitration shall be conducted by three
                                            arbitrators, with one arbitrator selected by each Party and the third arbitrator selected
                                            by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow
                                            the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties
                                            that the arbitrators’ decision is final, and that no Party may take any action, judicial
                                            or administrative, to overturn such decision. The judgment rendered by the arbitrators may
                                            be entered in the Selected Courts. Subject to the provisions of Section 18, each Party will
                                            pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared
                                            provided that, if in the opinion of the arbitrators any claim, defense, or argument raised
                                            in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses
                                            of the other Party (including reasonable attorneys’ fees) and of the arbitrators as
                                            the arbitrators deem appropriate. The arbitrators may not award either Party punitive or
                                            consequential damages.



 


		19.	General
                                            Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will
                                            cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy
                                            at law for a breach of its obligations under this Agreement will be inadequate and agrees,
                                            in the event of a breach or threatened breach by such Party of the provisions of this Agreement,
                                            that the other Party shall be entitled, in addition to all other available remedies at law
                                            or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
                                            restraining, preventing or curing any breach of this Agreement and to enforce specifically
                                            the terms and provisions hereof, without the necessity of showing economic loss and without
                                            any bond or other security being required.
	 	 	 



		20.	Indemnification.
                                            During the Term, the Executive shall be entitled to indemnification and insurance coverage
                                            for officers’ liability, fiduciary liability and other liabilities arising out of the
                                            Executive’s position with the Company in any capacity, in an amount not less than the
                                            highest amount available to any other executive, and such coverage and protections, with
                                            respect to the various liabilities as to which the Executive has been customarily indemnified
                                            prior to termination of employment, shall continue for at least six years following the end
                                            of the Term. Any indemnification agreement entered into between the Company and the Executive
                                            shall continue in full force and effect in accordance with its terms following the termination
                                            of this Agreement.



 


		21.	Expenses.
                                            Other than as specifically set forth herein, each of the Parties will bear their own respective
                                            expenses, including legal, accounting and professional fees, incurred in connection with
                                            this Agreement and the transactions contemplated herein.



 


		22.	Notices.
                                            All notices and other communications hereunder shall be in writing and shall be given by
                                            hand delivery to the other Party, or by registered or certified mail, return receipt requested,
                                            postage prepaid, or by email with return receipt requested and received or nationally recognized
                                            overnight courier service, addressed as set forth below or to such other address as either
                                            Party shall have furnished to the other in writing in accordance herewith. All notices, requests,
                                            demands and other communications shall be deemed to have been duly given (i) when delivered
                                            by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered
                                            by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery,
                                            if sent by email.



 



If
to the Company:


 


Jupiter
Neurosciences, Inc.


Attn:
Christer Rosén


1001
North US Hwy 1


Ste
504


Jupiter,
FL 33477


Email:
c.rosen@jupiterneurosciences.com



 




    	19



    	 



    

 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
JCacomanolis@anthonypllc.com


 


If
to Executive, to:


 


Marshall
Hayward


655
Carlene Drive


Bridgewater,
NJ 08807


Email:
m.hayward@jupiterneurosciences.com


 


		23.	Headings.
                                            The section headings contained in this Agreement are inserted for convenience only and shall
                                            not affect in any way the meaning or interpretation of this Agreement.



 


		24.	Counsel.
                                            The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted
                                            as legal counsel to the Company, and that Counsel has prepared this Agreement at the request
                                            of the Company, and that Counsel is not legal counsel to Executive individually. Each of
                                            the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel
                                            acting as legal counsel to the Company and preparing this Agreement, and that Counsel has
                                            advised each of the Parties to retain separate counsel to review the terms and conditions
                                            of this Agreement and the other documents to be delivered in connection herewith, and each
                                            Party has either waived such right freely or has otherwise sought such additional counsel
                                            as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does
                                            not owe any duties to Executive in Executive’s individual capacity in connection with
                                            this Agreement and the transactions contemplated herein. Each of the Parties hereby waives
                                            any conflict of interest which may apply with respect to Counsel’s actions as set forth
                                            herein, and the Parties confirm that the Parties have previously negotiated the material
                                            terms of the agreements as set forth herein.



 


		25.	Rule
                                            of Construction. The general rule of construction for interpreting a contract, which
                                            provides that the provisions of a contract should be construed against the Party preparing
                                            the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was
                                            represented by separate legal counsel in this matter who participated in the preparation
                                            of this Agreement or such Party had the opportunity to retain counsel to participate in the
                                            preparation of this Agreement but elected not to do so.



 








		26.	Execution
                                            in Counterparts, Electronic Transmission. This Agreement may be executed in any number
                                            of counterparts, each of which shall be deemed an original. The signature of any Party which
                                            is transmitted by any reliable electronic means such as, but not limited to, a photocopy,
                                            electronically scanned or facsimile machine, for purposes hereof, is to be considered as
                                            an original signature, and the document transmitted is to be considered to have the same
                                            binding effect as an original signature or an original document.



 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	Jupiter Neurosciences, Inc.
	 	 	 
	 	By:
    	/s/
    Christer Rosén
	 	Name:
    	Christer Rosén
	 	Title:
    	Chairman
    and Chief Executive Officer


 


	 	Executive:
	 	 	
	 	By:
    	/s/
    Marshall Hayward
	 	Name:	Marshall
    Hayward
	 	Title:	Chief
Scientific Officer 


 




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