Exhibit
10.5


 


Amendment
1 to Executive Employment Agreement


 


Dated
as of September 29, 2021


 


This
Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment
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 Parties are the parties to that certain Executive Employment Agreement, dated as of September 1, 2021 (the “Original Agreement”),
and now desire to amend the Original Agreement as set forth herein in order to correct certain typographical errors therein, and pursuant
to Section 14 of the Original Agreement the Parties may amend the Original Agreement in writing;


 


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 Parties hereby agree as follows:


 


	 	1.	Defined
    Terms. Defined terms used herein without definition shall have the meanings given in the Original Agreement.
	 	 	 
	 	2.	Amendments.
    Pursuant to Section 14 of the Original Agreement, the Original Agreement is hereby amended as follows, with such amendments to be
    deemed effective as of the Effective Date:


 


		(a)	The
                                            first sentence of Section 1(a) of the Original Agreement is hereby amended and restated in
                                            its entirety to provide as follows:



 


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 the terms herein.


 


		(b)	Section
                                            3(d)(1) of the Original Agreement is hereby amended and restated in its entirety to provide
                                            as follows:



 


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 under any 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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		(c)	The
                                            first sentence of Section 10 of the Original Agreement is hereby amended and restated in
                                            its entirety to provide as follows:



 


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.


 


		(d)	The
                                            first sentence of Section 14 of the Original Agreement is hereby amended and restated in
                                            its entirety to provide as follows:



 


This
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.


 


	 	3.	Remainder
    in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect until terminated in accordance
    with its terms. Any reference in the Original Agreement to the “Agreement” shall now be deemed a reference to the Original
    Agreement as amended by this Amendment.
	 	 	 
	 	4.	Miscellaneous.


 


	 	(a)	The
    headings in this Amendment are for reference only and shall not affect the interpretation of this Amendment.
	 	 	 
	 	(b)	This
    Amendment and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the laws
    of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida
    or any other jurisdiction).
	 	 	 
	 	(c)	This
    Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
    be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission
    shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.


 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment 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


 




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