Exhibit 10.16


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into as of [●], 2021 by and between Blue Water Vaccines, Inc., a Delaware
corporation (the “Company”) and Joseph Hernandez (“Executive”).


 


WHEREAS, Executive is currently
employed by the Company as its Chief Executive Officer; and


 


WHEREAS, Executive is a party
to a prior consulting agreement with the Company, dated October 22, 2018 (the “Prior Agreement”); and


 


WHEREAS, the Company desires
to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and provisions of this Agreement.


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, the Company and Executive hereby agree as follows:


 


Section 1. Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix A, attached hereto.


 


Section 2. Acceptance
and Term of Employment.


 


The Company agrees to employ
Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. Executive’s employment under
the terms of this Agreement shall commence on the date hereof and continue until terminated as provided in Section 7 hereof (the “Term
of Employment”), except where terms are expressly effective upon the closing date of the underwritten public offering of the
Company’s common stock (the “IPO Date”).


 


Section 3. Position,
Duties, and Responsibilities; Place of Performance.


 


(a) Position,
Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer
and President of the Company, reporting directly to the Board of Directors of the Company, and having such duties and responsibilities
commensurate with such position. Executive also agrees to serve as an officer and/or director of any member of the Company Group, in each
case without additional compensation, and, without limiting the foregoing, will serve as a member of the Board at all times Executive
serves as the Company’s Chief Executive Officer.


 




     


     


    

 


(b) Performance.
Executive shall be employed with the Company on a full-time basis and shall devote
an appropriate portion of his business time, attention, skill, and best efforts sufficient to assure the satisfactory performance of Executive’s
duties under this Agreement (excluding periods of vacation and sick leave). Except as provided below, Executive shall not engage in any
other business or occupation during the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests
of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s
duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding
the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the
board of directors or advisory board (or the equivalent in the case of a non-corporate entity) of non-competing for-profit businesses
and charitable organizations (ii) serving, with the prior written consent of the Board, as an officer or managing member of the non-competing
for-profit businesses listed on Appendix B to this Agreement, (iii) engaging in charitable activities and community affairs, and
(iv) 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, and further provided, that the with respect to the activities set out
in clauses (i), (ii) and (iii), the Board may condition its consent on the express agreement by the Executive and the other non-competing
business or other organization to the conditions and restrictions prescribed in Appendix B. In no event shall Executive make use of any
personnel or other resources of the Company in performing his duties for, any such other business or other organization.


 


(c) Principal
Place of Employment. The Company will permit Executive to work remotely from Executive’s personal residence, although Executive
understands and agrees that Executive may be required to work from, or travel to, the Company’s offices from time to time as needed
in connection with the performance of Executive’s duties and responsibilities hereunder. Executive understands and agrees that Executive
may be required to travel from time to time for business reasons


 


Section 4. Compensation.


 


During the Term of Employment,
Executive shall be entitled to the following compensation:


 


(a) Base
Salary. Executive shall be paid an annualized Base Salary (the “Base Salary”), payable in accordance with the regular
payroll practices of the Company, of $[420,000] per year, or, effective on and after the
IPO Date, $595,000 per year, with such additional increases, if any, as may be approved in writing by the Compensation Committee. The
Compensation Committee will review Executive’s Base Salary for increases not less than annually.


 


(b) Annual
Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Compensation Committee in respect of each
fiscal year during the Term of Employment (the “Annual Bonus”). The target Annual Bonus for each fiscal year ending
on or after the IPO Date shall be 50% of Base Salary (the “Target Annual Bonus”), with the actual Annual Bonus payable
being based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined
by the Compensation Committee and communicated to Executive. The Annual Bonus shall otherwise be subject to the terms and conditions of
the annual bonus plan adopted by the Board or the Compensation Committee under which bonuses are generally payable to senior executives
of the Company, as in effect from time to time. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally
payable to other senior executives of the Company subject to Executive’s continuous employment through the applicable payment date
(subject to Section 7 below).


 




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(c) Equity
Participation. In connection with Executive’s employment hereunder, Executive shall be entitled to participate in the Company’s
equity incentive plan, as in effect from time to time, pursuant to the terms of such plan, an award agreement and such other documents
Executive is required to execute pursuant to the terms of such plan (the plan, the award agreement, and such other documents collectively,
the “Equity Documents”). Executive’s equity participation shall be exclusively governed by the terms of the Equity
Documents.


 


Section 5. Employee
Benefits.


 


During the Term of Employment,
Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to senior executives
of the Company as subject to any applicable eligibility requirements (including such wait periods and other minimum service requirements
as may be imposed by the terms of such benefit plans). Executive shall also be entitled to the same number of holidays, vacation days,
and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated senior executives of the Company
in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s
ability to amend, suspend, or terminate any employee benefit plan or policy at any time, and the right to do so is expressly reserved.


 


Section 6. Reimbursement
of Business Expenses.


 


Executive is authorized to incur
reasonable business expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall
promptly reimburse Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s
policy, as in effect from time to time. In addition, to the extent Executive primarily works remotely from Executive’s personal
residence, the Company shall reimburse Executive for reasonable travel expenses incurred by Executive in connection with Executive’s
travel to and from the Company’s offices in connection with carrying out Executive’s duties and responsibilities under this
Agreement subject to documentation in accordance with the Company’s policy, as in effect from time to time. The Company shall be
entitled to impute income to Executive in connection with any reimbursements or other benefits provided under this Section 4, and withhold
from any and all amounts payable under this Section 4 as may be required to be withheld pursuant to any applicable law or regulation.


 


Section 7. Termination
of Employment.


 


(a) General.
The Term of Employment, and Executive’s employment hereunder, shall terminate upon the earliest to occur of (i) Executive’s
death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination
by Executive with or without Good Reason. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein,
all of Executive’s rights to Base Salary, Annual Bonus, employee benefits and other compensatory amounts hereunder (if any) shall
cease upon the termination of Executive’s employment hereunder.


 




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(b) Deemed
Resignation. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company
in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee
memberships, and any other positions Executive holds with the Company or any other member of the Company Group.


 


(c) Termination
Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may
terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s
receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated
due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall
be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be
paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2
months following the last day of the fiscal year in which such termination occurred;


 


(iii) An
amount equal to (A) the Target Annual Bonus multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the
commencement of the fiscal year in in which such termination occurs through the date of such termination and the denominator of which
is 365 (or 366, as applicable), which amount shall be paid within thirty (30) days of Executive’s termination date; and


 


(iv) To
the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through
609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under
such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents
in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12) month period
immediately following the date Executive’s termination occurred, payment of an amount equal to the difference between the monthly
COBRA premium cost and the monthly contribution paid by active employees for the same coverage.


 


Following Executive’s death or a termination
of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights
to any compensation or any other benefits under this Agreement.


 






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(d) Termination
by the Company for Cause.


 


(i) The
Company may terminate Executive’s employment at any time for Cause, effective upon delivery to Executive of written notice of such
termination; provided, however, that with respect to any Cause termination relying on clause (ii), (vi) or (vii) of the
definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less
than ten (10) business days’ written notice by the Board of the Company’s intention to terminate Executive for Cause, such
notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination
for Cause is based, and such termination shall be effective at the expiration of such ten (10) business day notice period unless Executive
has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.


 


(ii) In
the event that the Company terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued Obligations.
Following such termination of Executive’s employment for Cause, except as set forth in this Section 7(d)(ii), Executive shall have
no further rights to any compensation or any other benefits under this Agreement.


 


(e) Termination
by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery
to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without
Cause (other than due to death or Disability), Executive shall be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be
paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2
months following the last day of the fiscal year in which such termination occurred;


 


(iii) Subject
to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal
to (A) the Target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive
had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days
elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as
applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event
later than the date that is 21⁄2 months following the last day of the fiscal year in which such termination occurred;


 


(iv) An
amount equal to twelve (12) months of Base Salary, such amount to be paid in substantially equal payments over the [12]-month period following
Executive’s termination of employment (such period, the “Severance Term”), and payable in accordance with the
Company’s regular payroll practices; provided, however, if such termination occurs on or following any Change in Control
(as defined in the equity documents), such amount shall instead be payable in a single lump sum within five (5) days of such termination;
and


 




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(v) To
the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through
609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under
such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents
in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment
of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for
the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance
Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during
the Severance Term;


 


Notwithstanding the foregoing, the payments and
benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to
Executive with respect thereto, in the event that Executive breaches any provision set forth in Section 9 hereof. Following such termination
of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further
rights to any compensation or any other benefits under this Agreement.


 


(f) Termination
by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company thirty
(30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice,
to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice
period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective
upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 7(e)
hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section
7(e) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section
7(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement.


 


(g) Termination
by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company
sixty (60) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section
7(g), Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this
Section 7(g), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing
the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s
employment by Executive without Good Reason, except as set forth in this Section 7(g), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.


 




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(h) Release.
Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (e)
or (f) of this Section 7 other than the Accrued Obligations (collectively, the “Severance Benefits”) shall be conditioned
upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation
period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder
(the “Release Execution Period”). If Executive fails to execute the Release of Claims in such a timely manner so as
to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance
of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. No portion of the Severance
Benefits (other than Accrued Obligations) shall be paid until the Release of Claims has become effective and all such amounts shall commence
to be paid on the first regular payroll date of the Company after the Release of Claims has become effective; provided, that, if
the Release Execution Period overlaps two calendar years, the first payment shall not be made sooner than the first day of the second
year, and shall include any missed payments.


 


Section 8. Change of
Control.


 


 (a) If, during
the Term of Employment and during the period commencing three months prior to a Change in Control and ending on the eighteen (18)-month
anniversary of the Change in Control (the “Change in Control Period”), Executive’s employment is terminated by
the Company without Cause or Executive resigns for Good Reason, then, in lieu of the payments and benefits described in Section 7(e)(ii)
through (iv) above and subject to Executive’s delivery to the Company of a Release that becomes effective and irrevocable in accordance
with Section 7(h) hereof:


 


(i) Any unpaid
Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid
at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2
months following the last day of the fiscal year in which such termination occurred;


 


(ii) Subject
to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal
to (A) the Target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive
had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days
elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as
applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event
later than the date that is 21⁄2 months following the last day of the fiscal year in which such termination occurred;


 


(iii) An amount
equal to [18] months of Base Salary, such amount to be paid in substantially equal payments over the [18]-month period following Executive’s
termination of employment (such period, the “Severance Term”), and payable in accordance with the Company’s regular
payroll practices; provided, however, if such termination occurs on or following any Change in Control (as defined in the equity documents),
such amount shall instead be payable in a single lump sum within five (5) days of such termination;


 




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(iv) To the extent
the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the
Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group
health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case
of Executive’s death),, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount
equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage;
provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that
Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term: and


 


(v) The Company
shall cause any unvested equity awards (including any stock options and restricted stock awards) subject to time-based vesting held by
Executive as of the date of termination, to become fully vested and, if applicable, exercisable with respect to all of the shares of the
Company’s Common Stock subject thereto


 


(b) In
the event that (a) Executive is entitled to receive any payment, benefit or distribution of any type to or for the benefit of Executive,
whether paid or payable, provided or to be provided, or distributed or distributable, pursuant to the terms of this Agreement or otherwise
(collectively, the “Payments”), and (b) the net after-tax amount of such Payments, after Executive has paid all taxes
due thereon (including, without limitation, taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such
Payments otherwise due to Executive in the aggregate, if such Payments were reduced to an amount equal to 2.99 times Executive’s
“base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of such Payments payable to Executive
shall be reduced to an amount that will equal 2.99 times Executive’s base amount. To the extent such aggregate “parachute
payment” (as defined in Section 280G(b)(2) of the Code) amounts are required to be so reduced, the parachute payment amounts due
to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable
in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect
of any equity, valued at full value (rather than accelerated value), with the highest values reduced first (as such values are determined
under Treasury Regulation Section 1.280G-1, Q&A 24); and (iii) all other non-cash benefits not otherwise described in clause (ii)
of this Section 8 reduced last.


 


Section 9. Restrictive
Covenants


 


(a) General.
Executive acknowledges and recognizes the highly competitive nature of the business of the Company Group, that access to Confidential
Information renders Executive special and unique within the industry of the Company Group, and that Executive will have the opportunity
to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors,
and strategic partners of the Company Group during the course of and as a result of Executive’s employment with the Company. In
light of the foregoing, as a condition of Executive’s employment by the Company, and in consideration of Executive’s employment
hereunder and the compensation and benefits provided herein, Executive acknowledges and agrees to the covenants contained in this Section
9. Executive further recognizes and acknowledges that the restrictions and limitations set forth in this Section 9 are reasonable and
valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of
the Company Group.


 




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(b) Confidential
Information.


 


(i) Executive
acknowledges that, during the Term of Employment, Executive will have access to information about the Company Group and that Executive’s
employment with the Company shall bring Executive into close contact with confidential and proprietary information of the Company Group.
In recognition of the foregoing, Executive agrees, at all times during the Term of Employment and thereafter, to hold in confidence, and
not to use, except for the benefit of the Company Group, or to disclose to any Person without written authorization of the Company, any
Confidential Information.


 


(ii) Nothing
in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state
or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect
to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity,
in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications
and disclosures are consistent with applicable law. Executive understands and acknowledges that an individual shall not be held criminally
or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a
Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive understands
and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of
law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the
individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court
order. Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client
privilege or attorney work product of any member of the Company Group without prior written consent of Company’s Board or other
officer designated by the Board, unless otherwise permitted by the applicable whistleblower provisions of any law or regulation. Executive
does not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication, disclosure,
or activity permitted by this subsection.


 






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(c) Assignment
of Intellectual Property.


 


(i) Executive
agrees that Executive will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust
for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-how, improvements,
trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which Executive
may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the Term of Employment, whether or not during regular working hours, provided they either (i) relate at the time of
conception or reduction to practice of the invention to the business of any member of the Company Group, or actual or demonstrably anticipated
research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company
Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential
Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”).
Executive further acknowledges that all Developments made by Executive (solely or jointly with others) within the scope of and during
the Term of Employment are “works made for hire” (to the greatest extent permitted by applicable law) for which Executive
is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the event any such Development
is deemed not to be a work made for hire, Executive hereby assigns to the Company, or its designee, all Executive’s right, title,
and interest throughout the world in and to any such Development.


 


(ii) Executive
agrees to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group
in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights,
and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all
other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order
to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual
property and other proprietary rights relating thereto. Executive further agrees that Executive’s obligation to execute or cause
to be executed, when it is in Executive’s power to do so, any such instrument or papers shall continue after the termination of
the Term of Employment until the expiration of the last such intellectual property right to expire in any country of the world; provided,
however, that the Company shall reimburse Executive for Executive’s reasonable expenses incurred in connection with carrying
out the foregoing obligation and, following termination of employment of the Term of Employment, shall compensate Executive for Executive’s
time incurred in connection with carrying out Executive’s obligations under this Section 6(c)(ii) following such termination of
at an hourly rate based upon Executive’s Base Salary as of immediately prior to Executive’s termination of employment. If
the Company is unable because of Executive’s mental or physical incapacity or unavailability for any other reason to secure Executive’s
signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments
or original works of authorship assigned to the Company as above, then Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as Executive’s agent and attorney in fact to act for and in Executive’s behalf
and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application
for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect
as if originally executed by me. Executive hereby waives and irrevocably quitclaims to the Company any and all claims, of any nature whatsoever,
that Executive now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.


 




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(d) Non-Solicitation.
During the Term of Employment and the Post-Termination Restricted Period, Executive will not directly or indirectly (i) solicit from any
Protected Customer any business that is comparable or similar to any products or services provided by the Company; (ii) request or advise
any Protected Customer to curtail, cancel, or withdraw its business from the Company; (iii) aid in any way any other entity in obtaining
business from Protected Customer that is comparable or similar to any products or services provided by the Company; or (iv) otherwise
interfere with any transaction, agreement, business relationship, and/or business opportunity between the Company and any customer or
potential customer of the Company. “Protected Customer” means any person or entity who was or is a customer or potential customer
of the Company at any time during Executive’s employment with the Company and (a) with whom Executive dealt on behalf of the Company
or a Company affiliate; (b) whose dealings with the Company or a Company affiliate were coordinated or supervised by Executive; (c) about
whom Executive obtained Proprietary Information as a result of Executive’s association with the Company or a Company affiliate;
(d) to whom Executive provided services or (e) who received products or services the sale or provision of which resulted in compensation,
commissions or earnings for Executive.


 


(e) Non-Interference.
During the Term of Employment and the Post-Termination Restricted Period, Executive shall not, directly or indirectly for Executive’s
own account or for the account of any other Person, engage in Interfering Activities.


 


(f) Return
of Documents. In the event of Executive’s termination of employment hereunder for any reason, Executive shall deliver to the
Company (and will not keep in Executive’s possession, recreate, or deliver to anyone else) any and all Confidential Information
and all other documents, materials, information, and property developed by Executive pursuant to Executive’s employment hereunder
or otherwise belonging to the Company Group.


 


(g) Independence;
Severability; Blue Pencil. Each of the rights enumerated in this Section 9 shall be independent of the others and shall be in addition
to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this
Section 9 or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of this Section 9, which shall be given full effect without regard to the invalid portions. If any of the covenants contained
herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, each of
the Company and Executive agree that the court making such determination shall have the power to reduce the duration, scope, and/or area
of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision
shall then be enforceable.


 




     11


     


    

 


(h) Injunctive
Relief. Executive expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in this
Section 9 may result in substantial, continuing, and irreparable injury to the members of the Company Group. Therefore, Executive hereby
agrees that, in addition to any other remedy that may be available to the Company, any member of the Company Group shall be entitled to
seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach
or threatened breach of the terms of this Section 9. Notwithstanding any other provision to the contrary, Executive acknowledges and agrees
that the Post-Termination Restricted Period shall be tolled during any period of violation of any of the covenants in this Section 9 and
during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such
covenants against Executive if it is ultimately determined that Executive was in breach of such covenants.


 


(i) Disclosure
of Covenants. As long as it remains in effect, Executive will disclose the existence of the covenants contained in this Section 9
to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business
relationship with such Person or entity.


 


Section 10. Representations
and Warranties of Executive.


 


Executive represents and warrants
to the Company that:


 


(a) Executive
is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions
hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive
may be bound;


 


(b) Executive
has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition,
or other similar covenant or agreement with any Person by which Executive is or may be bound;


 


(c) In
connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive
may have obtained in connection with employment or service with any prior service recipient; and


 


(d) Executive
has not been terminated from any prior employer or service recipient, or otherwise disciplined in connection any such relationship, in
connection with, or as a result of, any claim of workplace sexual harassment or sex or gender discrimination, and to Executive’s
knowledge, Executive has not been the subject of any investigation, formal allegation, civil or criminal complaint, charge, or settlement
regarding workplace sexual harassment or sex or gender discrimination.


 






     12


     


    

 


Section 11. Indemnification.


 


The Company agrees during and
after Executive’s employment to indemnify and hold harmless Executive to the fullest extent permitted by the organizational documents
of the Company, or if greater, in accordance with applicable law regarding indemnification, for actions or inactions of Executive in accordance
with Executive’s performance of his duties under this Agreement, as an officer, director, employee or agent of the Company or any
affiliate thereof or as a fiduciary of any benefit plan of any of the foregoing. The Company also agrees to provide Executive with directors’
and officers’ liability insurance coverage both during and after Executive’s employment with regard to matters occurring during
employment, or while serving on the governing body of the Company, or any affiliate thereof, which coverage will be at a level at least
equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits
can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses from the Company
or its applicable subsidiaries in connection with any claim in the same manner and to the same extent to which any other officer or director
of the Company is entitled.


 


Section 12. Taxes.


 


The Company may withhold from
any payments made under this Agreement or otherwise made in connection with Executive’s employment hereunder, all applicable taxes,
including but not limited to income, employment, and social insurance taxes, as shall be required by law. If any such taxes are paid or
advanced by the Company on behalf of Executive, Executive shall remain responsible for, and shall repay, such amounts to the Company,
promptly following notice thereof by the Company. Executive acknowledges and represents that the Company has not provided any tax advice
to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s
own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically,
the application of the provisions of Section 409A of the Code to such payments.


 


Section 13. Set Off;
Mitigation.


 


The Company’s obligation
to pay Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim, or
recoupment of amounts owed by Executive to the Company or its affiliates Executive shall not be required to mitigate the amount of any
payment provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any payment provided for pursuant
to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.


 


Section 14. Additional
Section 409A Provisions.


 


Notwithstanding any provision
in this Agreement to the contrary:


 


(a) Any
payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment
shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay
Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash
lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments
not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 


(b) Each
payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.


 




     13


     


    

 


(c) Notwithstanding
anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation
(within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also
undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation
(calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive
on the schedule set forth in Section 7 as if Executive had undergone such termination of employment (under the same circumstances) on
the date of Executive’s ultimate “separation from service.”


 


(d) To
the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses
eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided, however, that the foregoing clause shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period the arrangement is in effect.


 


(e) While
the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under
Section 409A of the Code, and shall be interpreted in accordance therewith, in no event whatsoever shall any member of the Company Group
be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any
damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to
employers, if any, under Section 409A of the Code).


 


Section 15. Successors
and Assigns; No Third-Party Beneficiaries.


 


(a) The
Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement
nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member
of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall not be unreasonably
withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets
of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company
may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, division or subsidiary, as applicable,
without Executive’s consent.


 


(b) Executive.
Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without
the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if
there be no such designee, to Executive’s estate.


 




     14


     


    

 


(c) No
Third-Party Beneficiaries. Except as otherwise set forth in Section 7(c) or Section 15(b) hereof, nothing expressed or referred to
in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any
legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section 16. Waiver and
Amendments.


 


Any waiver, alteration, amendment,
or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto;
provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s
behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect
to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing
waiver.


 


Section 17. Severability.



 


If any covenants or such other
provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a)
the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be
deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision hereof.


 


Section 18. Governing
Law; Waiver of Jury Trial; Arbitration.


 


THIS AGREEMENT IS GOVERNED BY
AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF OHIO. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. Except as permitted under Section 9 hereof,
any controversy or claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable
arbitration in Cincinnati, Ohio by three arbitrators. The arbitration shall be conducted by JAMS pursuant to its Employment Arbitration
Rules and Procedures and subject to JAMS Policy on Employment Arbitration in accordance with its Employment Arbitration Rules and Procedures
then in effect. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators
shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to
any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until
the arbitration award is rendered or the controversy is otherwise resolved, or permanent injunctive relief. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise required by
law, neither a party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent
of the Company and Executive, other than general statements. The fees charged by JAMS and any arbitrator shall be split equally between
the parties to the arbitration.


 




     15


     


    

 


Section 19. Notices.


 


All notices and other communications
required or permitted under this Agreement which are addressed as provided in this Section 19, (A) if delivered personally against proper
receipt shall be effective upon delivery and (B) if sent (x) by certified or registered mail with postage prepaid or (y) by Federal Express
or similar courier service with courier fees paid by the sender, shall be effective upon receipt. The parties hereto may from time to
time change their respective addresses for the purpose of notices to that party by a similar notice specifying a new address, but no such
change shall be deemed to have been given unless it is sent and received in accordance with this Section 19.


 


If to the Company: 


 


Blue Water Vaccines, Inc.

201 E Fifth Street, Suite 1900


 


Cincinnati, Ohio 45202

Attn: Corporate Secretary


 


With copy to:


 


If to Executive:


 


To the most recent address of Executive set forth in the personnel
records of the Company.


 


Section 20. Section
Headings.


 


The headings of the sections
and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the
meaning or interpretation of this Agreement or of any term or provision hereof.


 


Section 21. Entire Agreement.


 


This Agreement, together with
any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive.
This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between
the parties relating to the subject matter of this Agreement, including, without limitation, the Prior Agreement.


 


Section 22. Survival
of Operative Sections.


 


Upon any termination of Executive’s
employment, the provisions of Section 7 through Section 23 of this Agreement (together with any related definitions set forth on Appendix
A) shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 23. Counterparts.


 


This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same
instrument. The execution of this Agreement may be by actual or facsimile signature.


 


[Signatures to appear on the following page.


 




     16


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.


 


	 	BLUE WATER VACCINES, INC.
	 	 
	 	 
	 	By:
	 	Title: Chairman
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	Joseph Hernandez


 




     17


     


    

 


APPENDIX A

Definitions


 


(a) “Accrued
Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment,
(ii) any unpaid or unreimbursed expenses incurred in accordance with Section 6 hereof, (iii) an amount equal to Executive’s accrued,
but unused vacation days, multiplied by the quotient of Executive’s Annual Salary divided by 2,087 hours) in accordance with the
Company’s vacation policies in effect from time to time, and (iv) any benefits provided under the Company’s employee benefit
plans upon a termination of employment, including rights with respect to equity participation under the Equity Documents, in accordance
with the terms contained therein.


 


(b) “Board”
shall mean the Board of Directors of the Company.


 


(c) “Business”
shall mean any business activities related to the Company Group’s research and development of
transformational vaccines to address significant health challenges, including but not limited to a universal influenza vaccine,
or any other current or demonstrably planned business activities of the Company Group.


 


(d) “Business
Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company
Group, or any such relation that was a client, customer, licensee or other business relation within the prior six (6) month period, in
each case, with whom Executive transacted business or whose identity became known to Executive in connection with Executive’s employment
hereunder.


 


(e) “Cause”
shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder,
(ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation
(or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company
Group, (iv) embezzlement or fraud committed (or attempted) by Executive, or at Executive’s direction, (v) Executive’s conviction
of, indictment for, or pleading “guilty” or ” no contest” to, (x) a felony or (y) any other criminal charge that
has, or could be reasonably expected to have, an adverse impact on the performance of Executive’s duties to the Company or any other
member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other member of
the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating
to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, or (vii)
Executive’s material breach of this Agreement.


 




    A-1


     


    

 


(f) “Change
in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one of the following
events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to Executive also constitutes a “Change
in Control Event” under Treasury Regulation 1.409A-3(i)(5)(i):


 


(i) any
Person becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power
of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly
from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Person
that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain
financing for the Company through the issuance of equity securities, or (C) solely because the level of ownership held by any Person (the
“Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase
or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such
share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage
threshold, then a Change in Control shall be deemed to occur;


 


(ii) there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own,
directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of
the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power
of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions
as their ownership of the outstanding voting securities of the Company immediately prior to such transaction;


 


(iii) the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv) there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of


 


(g) “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(h) “Company
Group” shall mean the Company together with any of its direct or indirect subsidiaries.


 


(i) 
“Compensation Committee” shall mean the Compensation Committee of the Board.


 




    A-2


     


    

 


(j) “Confidential
Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that
has value in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as confidential.
Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated
business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, trade secrets,
or know-how, including, but not limited to, research, plans, or other information regarding the Company Group’s products or services
and markets, customer lists, and customers (including, but not limited to, customers of the Company on whom Executive called or with whom
Executive may become acquainted during the Term of Employment), software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company
either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property.
Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing items that have become publicly and widely
known through no unauthorized disclosure by Executive or others who were under confidentiality obligations as to the item or items involved.


 


(k) “Disability”
shall mean any physical or mental disability or infirmity of Executive that prevents the performance of Executive’s duties for a
period of (i) ninety (90) consecutive days or (ii) one hundred eighty (180) non-consecutive days during any twelve (12) month period.
Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot
agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval shall
not be unreasonably withheld, delayed or conditioned). The determination of any such physician shall be final and conclusive for all purposes
of this Agreement


 


(l) 
“Good Reason” shall mean, without Executive’s consent, (i) a material demotion in Executive’s title, duties,
or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4(a) hereof or Target
Annual Bonus opportunity set forth in Section 4(b) hereof (other than pursuant to an across-the-board reduction applicable to all similarly
situated executives), or (iii) any other material breach of a provision of this Agreement by the Company (other than a provision that
is covered by clause (i) or (ii) above). Executive acknowledges and agrees that Executive’s exclusive remedy in the event of any
breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of Section 7(f) hereof. Notwithstanding the
foregoing, during the Term of Employment, in the event that the Board reasonably believes that Executive may have engaged in conduct that
could constitute Cause hereunder, the Board may, in its sole and absolute discretion, suspend Executive from performing Executive’s
duties hereunder, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with
Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations
under this Agreement during such period of suspension.


 


(m) “Interfering
Activities” shall mean (A) recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage,
solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s
employment or services (or in the case of a consultant, materially reducing such services) with the Company Group, (B) hiring, or engaging
any individual who was employed by or providing services to the Company Group within the six (6) month period prior to the date of such
hiring or engagement, or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business
Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with
the relationship between any such Business Relation and the Company Group.


 


(n) “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(o) “Post-Termination
Restricted Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and
ending on the [●] month anniversary of such date of termination.


 


(p) “Release
of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same
may be revised from time to time by the Company upon the advice of counsel).


 




    A-3


     


    

 


Appendix B


 


Permitted Activities


 


e Company acknowledges and agrees that Executive
has notified the Company that he serves as an officer, director, member or manager of the following business entities, and agrees that
Executive may continue to do so during the Term of this Agreement, notwithstanding anything in Section 3(b) or other provisions of the
Agreement to the contrary:


 


Clarus Therapeutics, Inc.


 


Blue Water Acquisition Corp. II


 


This Appendix B
may be amended to identify additional business entities as permitted activities only with the express prior written consent of the Board
of the Company. The Board may, in its discretion, condition its consent on the other non-competing business or other organization
acknowledging in writing that in the event any conflict of interest should arise between Executive’s duties to the Company and Executive’s
duties to the other business or organization, Executive’s duties to the Company shall take precedence, and that Executive will recuse
himself from any discussions of or deliberations regarding competitive business opportunities on behalf of the other business or organization.


 


Executive shall not make use of any personnel
or other resources of the Company in performing his duties for, any such non-competing business or other organization.


 


Executive shall provide the Board on a regular
basis (not less than quarterly) with reports on his activities for the other business entities listed in this Appendix, in such manner
and providing such information as the Board may request.


 




    B-1


     


    

 


EXHIBIT A


 


RELEASE OF CLAIMS


 


As used in this Release of Claims
(this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings,
actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever
kind or nature, in law, in equity, or otherwise.


 


For and in consideration of
the Severance Benefits, and other good and valuable consideration, I, [Executive] for and on behalf of myself and my heirs, administrators,
executors, and assigns, effective the date on which this release becomes effective pursuant to its terms, do fully and forever release,
remise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective
officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claims
whatsoever up to the date hereof that I had, may have had, or now have against the Group, for or by reason of any matter, cause, or thing
whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company,
whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination,
unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race,
sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, all
claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Americans
with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from
time to time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s
right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims
to the fullest extent permissible by law.


 


I acknowledge and agree that
as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims
under any of the laws listed in the preceding paragraph.


 


By executing this Release, I
specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among
other things, prohibits discrimination on the basis of age in employment and employee benefit plans.


 


Notwithstanding any provision
of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of
the Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance
with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from
time to time.


 


I expressly acknowledge
and agree that I –


 


		●	Am
                                            able to read the language, and understand the meaning and effect, of this Release;



 


		●	Have
                                            no physical or mental impairment of any kind that has interfered with my ability to read
                                            and understand the meaning of this Release or its terms, and that I am not acting under the
                                            influence of any medication, drug, or chemical of any type in entering into this Release;



 




    B-2


     


    

 


		●	Am
                                            specifically agreeing to the terms of the release contained in this Release because the Company
                                            has agreed to pay me the Severance Benefits in consideration for my agreement to accept it
                                            in full settlement of all possible claims I might have or ever had, and because of my execution
                                            of this Release;



 


		●	Acknowledge
                                            that, but for my execution of this Release, I would not be entitled to the Severance Benefits;



 


		●	Understand
                                            that, by entering into this Release, I do not waive rights or claims under ADEA that may
                                            arise after the date I execute this Release;



 


		●	Had
                                            or could have [twenty-one (21)][forty-five (45)]1 days from the date of my termination
                                            of employment (the “Release Expiration Date”) in which to review and consider
                                            this Release, and that if I execute this Release prior to the Release Expiration Date, I
                                            have voluntarily and knowingly waived the remainder of the review period;



 


		●	Have
                                            not relied upon any representation or statement not set forth in this Release or my Employment
                                            Agreement made by the Company or any of its representatives;



 


		●	Was
                                            advised to consult with my attorney regarding the terms and effect of this Release; and



 


		●	Have
                                            signed this Release knowingly and voluntarily.



 


I
represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file,
a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this
representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge,
or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge,
or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint,
charge, or lawsuit. This paragraph shall not apply, however, to a claim of age discrimination under ADEA or to any non-waivable right
to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however,
that if the EEOC were to pursue any claims relating to my employment with Company, I agree that I shall not be entitled to recover any
monetary damages or any other remedies or benefits as a result and that this Release and the Severance Benefits will control as the exclusive
remedy and full settlement of all such claims by me.


 





 






		1	To be selected based on whether applicable termination was “in
connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination
in Employment Act of 1967).



 




    B-3


     


    

 


Nothing in this Release shall
prohibit or impede me from communicating, cooperating or filing a complaint with any Governmental Entity with respect to possible violations
of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that
are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures
are consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local
government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that
an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this
paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client
privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s Board
or another executive officer designated by the Board. I do not need the prior authorization of (or to give notice to) any member of the
Company Group regarding any communication, disclosure, or activity permitted by this paragraph.


 


I hereby agree to waive any
and all claims to re-employment with the Company or any other member of the Company Group (as defined in my Employment Agreement) and
affirmatively agree not to seek further employment with the Company or any other member of the Company Group.


 


Notwithstanding anything contained
herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar
days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance
of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal
executive office, marked for the attention of its Chair. To be effective, such revocation must be received by the Company no later than
11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed
and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed
shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be
null and void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance
Benefits.


 


The provisions of this Release
shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release
shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect.
The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any
other provision of this Release.


 


EXCEPT WHERE PREEMPTED BY FEDERAL
LAW, THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF OHIO, APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.


 


Capitalized terms used, but
not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement, dated July ___, 2021, with the Company
(the “Employment Agreement”).


 


	 	 
	[Executive]	 
	Date: