Exhibit 10.17


 


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 Erin Henderson (“Executive”).


 


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


 


WHEREAS, Executive is a party
to a prior consulting agreement with the Company, dated September 1, 2020 (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
Business Officer of the Company, reporting directly to the Chief Executive Officer and to the Board of Directors of the Company, and
having such duties and responsibilities commensurate with such position as may be assigned by the Chief Executive Officer and the Board
of Directors of the Company. Executive also agrees to serve as an officer and/or director of any member of the Company Group, in each
case without additional compensation.


 






     


     


    

 


(b)
Performance. Executive shall be employed with the Company on a full-time basis, and shall devote her full business time,
attention, skill, and best efforts to 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
as an officer or managing member of the 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.


 


(c)
Principal Place of Employment. Executive’s principal place of business shall be in [Cincinnati, Ohio], although Executive
understands and agrees that Executive may be required to travel from time to time for business reasons. 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.


 


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 $[120,000] per year, or, effective on and after the IPO Date, $325,000 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 [30]% 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).


 


(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.


 






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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.


 


(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.


 






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(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.


 


(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.


 






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(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 nine (9) months of Base Salary, such amount to be paid in substantially equal payments over the nine (9)-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


 


(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.


 






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(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.


 


(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.


 






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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
(v) 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) 1.0, multiplied by (C) 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 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;


 


(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


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






    11


     


    

 


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.


 


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 her 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.


 






    12


     


    

 


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.


 


(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.”


 






    13


     


    

 


(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.


 


(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.


 






    14


     


    

 


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.


 


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.


 






    15


     


    

 


If to the Company:


 


Blue Water Vaccines, Inc.

[Insert address]


 


Cincinnati, Ohio [insert zip]

Attn: Chief Executive Officer


 


With copy to:


 


[to be inserted]


 


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
	 	 
	 	Erin Henderson



 


Signature Page


 






    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.


 


(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):


 






    A-1


     


    

 


(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.


 






    A-3


     


    

 


(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-4


     


    

 


Appendix B


 


Permitted Activities


 


The Company acknowledges and
agrees that Executive has notified the Company that she 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:


 


[Insert list]


 






    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;



 


		●	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.


 


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
Chief Executive Officer 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.


 





 






		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).



 






     


     


    

 


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 Chief Executive Officer. 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: