EXECUTIVE
OFFICER EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this "Agreement"), dated as of March 05, 2012, is by and between Bioflamex Corp., a Nevada corporation (the "Company"),
and Henrik Dahlerup (the "Employee").


 


WHEREAS, the Company wishes
to employ Employee in the position of Chief Operating Officer, and


 


WHEREAS, Employee wishes
to serve as the Chief Operating Officer of the Company,


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:


 


1.                  
Term of Employment. Subject to the terms and conditions hereof, the Company will employ the Employee, and the Employee
will serve the Company, as a Chief Operating Officer, for a period deemed to have begun on March 05, 2012 (the "Effective
Date") and terminating on the third anniversary of such date (the "Initial Term"). Following the expiration of the
Initial Term and for each extension period referred to in this sentence, the Agreement shall be automatically renewed for a period
of three years, unless either party provides written notice at least ninety (90) days prior to the expiration of the current period
of its intention not to renew the Agreement (such term, as it may be shortened by termination of Employee’s employment hereunder
pursuant to the provisions hereof or extended, the "Term of Employment").


 


2.                  
Duties. During the Term of Employment, the Employee will serve as the Chief Operating Officer or such other similar
or comparable position or positions as determined by the Company. The primary location of the Employee’s employment hereunder
shall be the offices of the Company in Copenhagen, Denmark. The Employee will hold, in addition to Employee’s principal position,
such other offices as he may be appointed or assigned from time to time by the Board of Directors of the Company and will discharge
such duties in connection therewith. The Employee shall devote all of his business time to the performance of his duties hereunder.


 


3.                  
Compensation.


		a.	The
Company will, during the Term of Employment, pay to the Employee as compensation for the performance of his duties and obligations
hereunder a base salary of $240,000 payable in accordance with the Company’s normal
payroll policies (“Salary”). During the Term of Employment, such Salary
shall be reviewed annually by the Board of Directors of the Company, or its Compensation
Committee, in accordance with the Company’s compensation program and may be increased,
but not decreased (other than in connection with a proportionate, across-the board reduction in the compensation of all executive
officers or similarly situated employees of the Company).




    	1



    	 



    
	



		b.	the Corporation shall grant to the Executive 5,000,000 shares of the Corporation's
Common Stock following 3 months employment from the date hereof, which stock shall be fully paid and non assessable upon issue;



 


		c.	the Executive shall be eligible for an annual performance bonus (the "Performance
Bonus") during the term of his employment hereunder based on corporate performance criteria determined annually by the Board
of Directors of the Corporation. The Performance Bonus shall be paid quarterly and computed on the basis of the results achieved
during the previous quarter at the same time as the Corporation pays such bonuses to its other senior executives. For fiscal year
2012 and years thereafter, the Board shall provide the bonus plan to the Executive within 90 days of the completion of the previous
fiscal year.



 


		d.	the Executive shall be entitled to participate in the benefit plans of the
Corporation in effect from time to time, in accordance with the terms of such plans, including medical, dental and life insurance,
as of and with effect from the Commencement Date;



 


		e.	the Corporation shall, upon presentation of itemized receipts, reimburse
the Executive for all travel and other business expenses directly and reasonably incurred by the Executive in the performance of
his duties;



 


		f.	the Corporation shall make available to the Executive a company automobile
(the lease amount of which is not to exceed US$2,000.00 per month) for the use by the Executive in the performance of his duties
and the Corporation shall, upon presentation of itemized receipts, reimburse the Executive for all expenses reasonably incurred
by the Executive in the operation of such automobile;



 


4.Death or Disability.


 


(a)          
The Employee’s employment under this Agreement shall be terminated by the death of the Employee. In addition, the
Employee’s employment under this Agreement may be terminated by the Board of Directors of the Company if the Employee shall
be rendered incapable by illness or any other disability from complying with the terms, conditions and provisions on his part to
be kept, observed and performed for a period in excess of 180 days (whether or not consecutive) or 120 days consecutively, as the
case may be, during a 12-month period during the Term of Employment (“Disability”). If the Employee’s employment
under this Agreement is terminated by reason of Disability of the Employee, the Company shall give notice to that effect to the
Employee in the manner provided herein. In the event that the Employee receives disability insurance benefits for which payment
was made by the Company after the Effective Date of this Agreement and prior to termination of the Employee’s employment
under this Agreement pursuant to this Section 6(a), the Employee’s Salary shall be reduced by an amount equal to such disability
insurance benefits during such period.



    	2



    	 



    



 


(b)          
In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the death
of the Employee, in the event of such death after the Employee’s employment has begun, the Salary payable hereunder (but
excluding medical plan and other benefits) shall continue to be paid at the then current rate for three (3) months after the termination
of employment in accordance with normal Company payroll practices. In addition, any bonuses actually earned pursuant to Section
3 prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or
its Compensation Committee, a pro-rated amount of any annual bonus for the portion of the fiscal year during which termination
takes place) shall be paid not later than five (5) months after such termination. All sums payable pursuant to this Section 6(b)
shall be paid to the Employee’s personal representative.


 


(c)    
In addition to and not in substitution for any other benefits which may be payable by the Company in respect of the Disability
of the Employee, in the event of the termination of the Employee’s employment hereunder due to such Disability pursuant to
Section 6(a) after the Employee’s employment has begun, the Salary payable hereunder (inclusive of paid medical plan then
in effect and available, if any) shall continue to be paid at the then current rate for six (6) months after the termination of
employment in accordance with normal Company payroll practices; provided, however, that the Company shall deduct from such payments
the amount of any and all disability insurance benefits paid during such three-month period with respect to the Employee that were
paid for by the Company during any period for which payment was made by the Company after the Effective Date of this Agreement
and prior to the termination of the Employee’s employment. In addition, any bonuses actually earned pursuant to Section 3
prior to the termination of the Employee’s employment (including, as reasonably determined by the Board of Directors or its
Compensation Committee, a pro-rated amount of any annual bonus for the portion of the fiscal year during which termination takes
place) which shall be paid not later than five (5) months after such termination.


 


5.                  
Non-Disclosure; Confidentiality. The Employee and the Company are parties to a Confidentiality, Invention Assignment,
Conflict of Interest and Non-Compete Agreement, a true and correct copy of which is annexed hereto as Exhibit A. Notwithstanding
any statement in this Agreement to the contrary, Employee and the Company agree that the Confidentiality, Invention Assignment,
Conflict of Interest and Non-Compete Agreement annexed hereto as Exhibit A shall remain in full force and effect following the
Effective Date, and the terms of the Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete Agreement annexed
hereto as Exhibit A are incorporated by reference into, and form a part of, this Agreement.


 






    	3



    	 



    
6.                  
Remedies.


 


(a)         
Employee acknowledges that irreparable injury would result to the Company if the provisions of Section 7 or 12 of
this Agreement, and/or the provisions of the Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete Agreement
annexed hereto as Exhibit A, were not specifically enforced, and Employee agrees that the Company shall be entitled to any appropriate
legal, equitable or other remedy, including injunctive relief, in respect to any failure to comply with the provisions of Section
7 or 12 of this Agreement, and/or the provisions of the Confidentiality, Invention Assignment, Conflict of Interest and Non-Compete
Agreement annexed hereto as Exhibit A, as determined by a court of competent jurisdiction.


 


(b)        
In furtherance of and not in limitation of Section 8(a), in the event that subsequent to the Term of Employment Employee
breaches any of his obligations to the Company under Section 7 or 12 of this Agreement, and/or the provisions of the Confidentiality,
Invention Assignment, Conflict of Interest and Non-Compete Agreement annexed hereto as Exhibit A, then the Company’s obligation
to make further payments to Employee pursuant to this Agreement shall terminate. Any such termination shall not limit or affect
the Company’s right to pursue any other remedy available to the Company at law or in equity.


 


7.                  
Termination for Cause. In addition to any other remedy available to the Company, either at law or in equity, the
Employee’s employment with the Company may be terminated by the Board of Directors for “Cause”, which shall include
(i) the Employee’s conviction from which no further appeal may be taken for, or plea of nolo contendere to, a felony or a
crime involving moral turpitude; (ii) the Employee’s commission of a breach of fiduciary duty involving personal profit in
connection with the Employee’s employment by the Company; (iii) the Employee’s commission of an act in the conduct
of duties under this Agreement which the Board of Directors shall reasonably have found to have involved willful misconduct or
gross negligence on the part of the Employee; (iv) habitual absenteeism not resulting from the Employee's incapacity due to physical
or mental illness; (v) the Employee’s material breach of the Confidentiality, Invention Assignment, Conflict of Interest
and Non-Compete Agreement which remains uncured for a period of thirty (30) days following notice by the Company; or (vi) the willful
and continued failure over a period of thirty (30) days by the Employee to perform substantially his duties with the Company (other
than any such failure resulting from Employee's incapacity due to physical or mental illness). With respect to the matters set
forth in subsections (iii), (iv), (v) and (vi) of this Section 19, the Company may not terminate the Employee’s employment
unless the Employee has first been given notice of the conduct forming the cause for such termination,
and Employee has been provided an opportunity to cure such conduct. If Employee does not cure the reason for the notice within
thirty (30) days, then the Company shall be entitled to terminate Employee’s
employment in accordance with this Section 9. In the event of termination under this Section
9, the Company’s obligations to the Employee shall be limited to the payment of accrued
and unpaid Salary through the date of such termination and any earned but not yet paid bonus from the prior fiscal year. All compensation
and benefits will cease at the time of such termination and, except as otherwise provided by COBRA, the Company will have no further
liability or obligation by reason of such termination. The foregoing will not be construed
to limit the Employee’s right to payment or reimbursement for claims incurred prior to the
date of such termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in
accordance with the terms of such insurance contract. Notwithstanding any termination of this Agreement pursuant to this
Section 9, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the
provisions of Section 7 or 12 of this Agreement, together with the provisions of the Confidentiality, Invention Assignment, Conflict
of Interest and Non-Compete Agreement annexed hereto as Exhibit A, following any such termination.


 






    	4



    	 



    
8.                  
Termination by the Company Without Cause or By the Employee for Good Cause, Severance.


 


(a)         
Each of the Company and the Employee may terminate the Employee’s employment under this Agreement at any time
for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the
Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving,
the date of such termination), by sending written notice to the other party.


 


(b)        
 In the event the Company elects to terminate the Employee’s employment under this Agreement without Cause
pursuant to this Section 10, or in the event the Company gives notice to Employee that it elects not to renew this Agreement at
the expiration of its then current Term, then Employee shall be entitled to receive the following
payments and benefits:


 


(1)                
within 10 business days following the date of termination or expiration, the payment of all accrued and unpaid Salary
through such date;


 


(2)                
any bonuses actually earned pursuant to Section 3 prior to the termination of the Employee’s employment (including,
as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus for the
portion of the fiscal year during which termination takes place) which shall be paid not later than five (5) months after such
termination; 


 


(3)                
the Company shall pay to the Employee an amount equal to his full Salary (at the rate
in effect on the effective date of the termination, inclusive of paid medical plan then in effect, if any) as
such Salary otherwise would have accrued for the specific period identified on the following schedule,
payable in accordance with the Company's normal payroll practices:


 


	During the Initial Term	Payable for the balance of the Initial Term or for 12 months, whichever is greater
		 
	After the Initial Term	Payable for 12 months


 


(4)                
at the request of the Employee, the Company will amend the terms
of any stock option grant agreement in effect between the Employee and the Company concerning options granted to the employee that
are vested as of the date of termination to provide that all such vested options shall be exercisable until the expiration date
set forth in such stock option grant agreement (without regard to the effect of the termination of the Employee's employment on
the term of the option), provided that such options shall cease to be exercisable in the event the Employee commits a material
breach of his continuing post-employment obligations to the Company under the provisions of Sections 7 and 12 of this Agreement.
The Employee acknowledges that under applicable law the exercise of any vested options more than three (3) months after termination
of employment, or the amendment of any option agreements to permit such later exercise, may render such options ineligible for
favorable federal income tax treatment as incentive stock options; and


 






    	5



    	 



    
(5)                
so long as Employee is not in material breach of any material obligation under this Agreement, including, but not limited
to material breach of his continuing post-employment obligations to the Company under the provisions of Sections 7 and 12 of this
Agreement, then with respect to any stock option grant agreements in effect between the Employee and the Company, and any shares
of restricted stock received by the Employee pursuant to restricted stock agreements to which the Company and the Employee were
parties prior to the date of termination, the Company shall waive the applicability of any right of repurchase the Company may
have under such agreements.


 


(c)         
Prior to any termination for “Good Cause” (as hereinafter defined) by Employee of his employment hereunder,
Employee shall provide a notice to the Company of any Good Cause for the Employee’s termination of employment and shall provide
the Company with a reasonable opportunity of not less than thirty (30) days to cure the reason(s) for
the notice. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment
for Good Cause, then the Employee shall
be entitled to the payments and benefits
set forth in Section 10(b). In the event the Employee elects to terminate the Employee’s employment under this
Agreement, other than for Good Cause, the Company’s obligations to the Employee
shall be limited to the payment of accrued and unpaid Salary through the date of such termination and any earned but not yet paid
bonus from the prior fiscal year. All compensation and benefits will cease at the time of such termination and the Company will
have no further liability or obligation by reason of such termination. The foregoing will
not be construed to limit the Employee’s right to payment or reimbursement for claims incurred prior to the date of such
termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with
the terms of such insurance contract. Furthermore, the foregoing will not be construed to limit the Employee’s right to continue
medical benefits in accordance with the terms and conditions of COBRA.


 


(d)        
Any termination of the Employee’s employment under this Agreement by the Company as provided in this Section
10 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company
may have pursuant to Section 19. Notwithstanding any termination of the Employee’s employment under this Agreement pursuant
to this Section 10, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound
by the provisions of Section 7 or 12 of this Agreement, and/or the provisions of the Confidentiality, Invention Assignment, Conflict
of Interest and Non-Compete Agreement annexed hereto as Exhibit A, following any such termination.


 






    	6



    	 



    
(e)         
For purposes of this Section 10, “Good Cause” shall mean a Detrimental Change
as defined in Section 10(f) below or a material breach by the Company of
its obligations under this Agreement which is not cured in
the time and manner provided for in Section 10(c).


 


(f)         
As used in this Agreement, “Detrimental Change” shall mean, without the Employee’s express written
consent:


 


(1)                
a material reduction in the Employee’s annual base salary;


 


(2)                
any relocation of the Employee’s principal site of employment by more than forty (40) miles;


 


(3)                
the assignment to the Employee of any duties inconsistent (except in the nature of a promotion) with those of a Chief Executive
Officer in the Company or a substantial adverse alteration in the nature or status of his position or responsibilities; provided,
however, that circumstances constituting Detrimental Change shall not be deemed to have occurred with respect to any change in
duties, or any change in the nature or status of the Employee’s position or responsibilities, which derives predominantly
from the fact that the Company has become a subsidiary or division of another company and as a result (i) the Employee reports
to an additional and/or different executive at the Company or the other company, and (ii) the Employee has a new title which reflects
such new reporting relationship; or


 


(4)                
the failure by the Company to continue to provide the Employee with benefits substantially similar to those enjoyed
by him unless this failure is a result of changes to the Company’s benefits generally applicable, in each case, to all or
substantially all similarly situated employees.


 


(g)        
If the Employee fails to notify the Company within thirty (30) days of the occurrence of circumstances giving rise
to a Detrimental Change that he will terminate his employment with the Company due to such Detrimental Change unless it is cured,
then such failure to notify shall constitute his consent to, and waiver of rights with respect to, any such circumstances constituting
a Detrimental Change; provided that in no event shall Employee’s continued employment during any cure period after having
given notice constitute consent to, or a waiver of rights with respect to, any circumstance constituting a Detrimental Change.


 


(h)        
Notwithstanding any provision of this Agreement to the contrary, any and all payments
and benefits described in this Section 10 shall be conditioned on (i) the Employee’s execution and delivery to the Company,
within 30 days following the effective date of termination of employment pursuant
to this Section 10, of a full and complete release of any and all claims the Employee may have against the Company (other than
for post termination benefits payable or provided to the Employee under this Agreement or any other applicable Company benefit
plan) in such form as the Company may require; and (ii) such release becoming irrevocable.


 






    	7



    	 



    
9.                  
Resignation. In the event that the Employee’s services under this Agreement are terminated under any of the
provisions of this Agreement (except by death), the Employee agrees that he will deliver to the Board of Directors his written
resignation from all positions held with the Company, such resignation to become effective immediately; provided, however, that
nothing herein shall be deemed to affect the provisions of Section 7 or 12 of this Agreement, and/or the provisions of the Confidentiality,
Invention Assignment, Conflict of Interest and Non-Compete Agreement annexed hereto as Exhibit A, relating to the survival thereof
following termination of the Employee’s services hereunder; and provided, further, that except as expressly provided in this
Agreement, the Employee shall be entitled to no further compensation hereunder.


 


10.               
Data. Upon expiration or termination of the Term of Employment or termination pursuant to Section 1, 6, 9 or 10 hereof,
the Employee or his personal representative shall promptly deliver to the Company all books, memoranda plans, records and written
data of every kind relating to the business and affairs of the Company which are then in his possession or control, if any.


 


11.               
Insurance. The Company shall have the right, at its own cost and expense to apply for and to secure in its own name,
or otherwise, life, health or accident insurance or any or all of them covering the Employee, and the Employee agrees to submit
to usual and customary medical examinations and otherwise to cooperate with the Company in connection with the procurement of any
such insurance and any claims thereunder.


 


12.               
Waiver of Breach. Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or
consent to any subsequent breach on the part either of the Employee or the Company.


 


13.               
Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company
upon any sale of all or substantially all of the Company’s assets, or upon any merger or consolidation of the Company with
or into any other entity (including, without limitation, any change in control of the Company), all as though such successors and
assigns of the Company and their respective successors and assigns were the Company. Insofar as the Employee is concerned, this
Agreement, being personal, may not be assigned, and any such purported assignment shall be void and of no effect.


 


14.               
Severability. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered
deleted herefrom, and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force
and effect. In furtherance and not in limitation of the foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this Agreement be in excess of that which is valid and enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or activities which may be validly and enforceably covered.


 


15.               
Notices. All notices, requests and other communications pursuant to this Agreement shall be in writing and shall
be deemed to have been duly given, if delivered in person or by courier, telegraphed, telexed or by facsimile transmission (receipt
confirmed) or five (5) business days after being sent by registered or certified mail, return receipt requested, postage paid,
addressed as follows:


 



    	8



    	 



    



		(a)	If to the Employee:



 


Henrik Dahlerup


Willemosegade 39


2100 Østerbro


Denmark


 





		(b)	If to the Company:



 


Bioflamex Corp.


Christiansvej
28


2920 Charlottenlund


Denmark


 


with a copy to:


 


Kyleen Cane


3273 E. Warm Springs
Rd.


Las Vegas, NV
89120


Fax No.: (702)
944-7100


 


Any party may, by written notice to the other
in accordance with this Section 17, change the address to which notices to such party are to be delivered or mailed.


 


16.               
General. Except as otherwise provided herein, the terms and provisions of this Agreement shall constitute the entire
agreement by the Company and the Employee with respect to the subject matter hereof and shall supersede any and all prior agreements
or understandings between the Employee and the Company, whether written or oral. This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada. This Agreement may be amended or modified only by a written instrument executed
by the Employee and the Company. The headings of the sections of this Agreement are for convenience of reference only and do not
constitute part of this Agreement. This Agreement may be executed in any number of counterparts, each of which, when executed,
shall be deemed to be an original, but all of which together shall constitute one and the same instrument.


 






    	9



    	 



    
IN WITNESS WHEREOF, each
of the parties has executed or caused to be executed by its duly authorized representative this Employment Agreement as of the
day and year first above written.


 


BIOFLAMEX CORP.


 


By: /s/ Kristian Schiørring


Name: Kristian Schiørring


Title: CEO


 


 


Employee:


 


/s/ Henrik Dahlerup


Henrik Dahlerup






    	10



    	 



    






BIOFLAMEX CORP.


CONFIDENTIALITY, INVENTION ASSIGNMENT, CONFLICT
OF INTEREST


AND NON-COMPETE AGREEMENT


FOR EMPLOYEES AND CONSULTANTS


 


 


THIS
CONFIDENTIALITY, INVENTION ASSIGNMENT, CONFLICT OF INTEREST AND NON-COMPETE AGREEMENT (this "Agreement") is made as of
the 29th day of May, 2012 by the individual named below (the "Undersigned") and Bioflamex
Corp., a Nevada Corporation (“Bioflamex”).


 


In
consideration of the engagement or employment of the undersigned by Bioflamex and with the intention that this Agreement shall
apply to the entire period of his or her engagement by Bioflamex (including the period prior to the date of this Agreement any
period working for any predecessor business enterprise or project), Bioflamex and the Undersigned hereby agrees as follows:


 


1.Confidentiality


 


1.1Confidential
Information Defined. “Confidential Information” means information relating to the business of an entity
that is not generally available to the public and is confidential, proprietary or commercially valuable, including without limitation,
secret processes, inventions, improvements, formulae, plans, materials, devices, trade secrets, discoveries, ideas, concepts, designs,
drawings, specifications, techniques, models, diagrams, test data, scientific methods, know-how, customer lists, supplier lists,
contact information (for customers, suppliers, employees, consultants, investors advisors, prospects and others), marketing techniques
and materials, pricing or pricing policies, financial information, plans for further development, computer software, computer hardware,
computer hardware and software configurations, fabric treatment methods and processes, unpublished patent applications and know
how related to patents and published applications, training and calibration methodologies, logistics and scheduling plans and programs,
training courses and manuals, unpublished manuscripts, tests and proposals internal publications and materials (including those
distributed in confidence to customers or business partners), and any other information or know-how of a similar nature, whether
patentable or not, with respect to any confidential or secret aspects of an entity's business. Confidential Information need not
be labeled as such to enjoy the protections afforded the same but need only be of the kind generally understood to be confidential,
proprietary or commercially valuable. Confidential Information shall not include information lawfully in the public domain or lawfully
obtained from third parties without restrictions although it shall be the burden of the Undersigned to establish any such claim
by clear and convincing evidence.


 


1.2.Non-Disclosure
of Confidential Information of Bioflamex. The Undersigned agrees that, both during and after the term of his or her
employment with Bioflamex, he or she shall hold in the strictest confidence the Confidential Information of Bioflamex, and shall
not, except as may be strictly necessary in the performance of his or her work for Bioflamex or with the prior written approval
of Bioflamex, divulge, furnish, transfer, or make accessible to anyone, directly or indirectly, or use for any purpose for his
or her own account or for the account or benefit of any person or entity, the Confidential Information of Bioflamex.


 


1.3Non-Disclosure
of Confidential Information of Third Parties. The Undersigned agrees that, both during and after the term of his or
her employment with Bioflamex, he or she shall hold in the strictest confidence the Confidential Information of any third party
who has given Bioflamex the right to use such Confidential Information subject to a non-disclosure agreement between Bioflamex
and such third party, and shall not, except as may be necessary in the performance of his or her work for Bioflamex or with the
prior written approval of such third party, divulge, furnish, transfer, or make accessible to anyone, directly or indirectly, or
use for any purpose or for the benefit of any person or entity, the Confidential Information of such third party.


 



    	1



    	 



    

1.4Non-Disclosure
of Confidential Information of Previous Employer and Others. The Undersigned agrees that, during the period of his engagement
by Bioflamex, he shall not use improperly or disclose any Confidential Information of any former employer or any other party to
whom he has an obligation of confidentiality, nor bring unto the premises of Bioflamex any unpublished document or any property
belonging to any former employer or any other party to whom the Undersigned has an obligation of confidentiality, unless consented
to in writing by such employer or party. The Undersigned represents that he has the right to enter into this Agreement,
and that his performance of all the terms of this Agreement and his duties as an employee or consultant of Bioflamex
will not breach any confidential information agreement, non-competition agreement or other agreement with any former employer of
his services, either as an employee, consultant, contractor or independent contractor, or with any other party. The Undersigned
represents that all materials furnished or work performed by him will be wholly original and not copied, in whole or in part, from
any other work, and such materials or work will not violate, conflict or infringe upon the rights, of any other person or entity.


 


1.5Proprietary
Notices. The Undersigned shall not, and shall not permit any other person to, remove any proprietary notices or other legends
or restrictive notices contained in or included in any Confidential Information.


 


1.6Property
of Bioflamex. The Undersigned acknowledges and agrees that all Confidential Information of Bioflamex, in whatever form, whether
made or compiled by him, or made available to him, during the period of his engagement by Bioflamex (including the period prior
to the date of this Agreement) concerning Bioflamex's Confidential Information is and shall remain Bioflamex's property, and the
Undersigned hereby assigns to Bioflamex any rights he might otherwise possess in such Confidential Information. All Confidential
Information shall be delivered to Bioflamex on the termination of the Undersigned’s engagement by Bioflamex, or at such earlier
time as Bioflamex may request, and the Undersigned shall not retain copies of any Confidential Information.


 


2.Invention
Assignments.


 


2.1Inventions Defined.
"Inventions" means, without limitation, inventions, creative works, procedures, methods, processes, uses, decisions,
formulae, formulations, delivery technologies, discoveries of any kind, computer programs, computer software, and any improvements
to any of the foregoing, which pertain to or relate to Bioflamex's business or any of the work or businesses carried on by Bioflamex
and are discovered, conceived, reduced to practice, developed, made or produced by the Undersigned during and as a result of his
engagement by Bioflamex, whether or not fixed in a tangible means of expression, whether or not eligible for patent, copyright,
trademark, trade name or other legal protection, whether or not they are conceived and/or developed by the Undersigned alone or
with others, and whether or not they are conceived and/or developed during regular working hours, conceived and/or developed using
intellectual or tangible property of Bioflamex or conceived and/or developed at the facilities of Bioflamex or its customers. The
meaning of "Invention" under the terms of this Agreement shall not be limited to the meaning of "Invention"
under the United States patent laws.


 


2.2Property Rights
to Inventions. All Inventions shall be the sole and exclusive property of Bioflamex, and shall be deemed part of the Confidential
Information of Bioflamex for purposes of this Agreement. The Undersigned hereby assigns all his rights in all Inventions and in
all related proprietary rights therein to Bioflamex. Without limiting the foregoing, the Undersigned agrees that any copyrightable
material shall be deemed to be "works made for hire" and that Bioflamex shall be deemed the author of such works under
the United States Copyright Act. In the event and to the extent such works are determined not to constitute "works made for
hire," the Undersigned hereby irrevocably assigns and transfers to Bioflamex all right, title and interest in such works.
The Undersigned shall not be entitled to any additional compensation for any and all Inventions made during the period of his engagement
by Bioflamex.



    	2



    	 



    

2.3Obligation to
Keep Bioflamex Informed. During the period of his engagement by Bioflamex and for six (6) months after termination of his engagement,
the Undersigned shall promptly, from time to time, fully inform and disclose to Bioflamex in writing all Inventions of any kind
that he now has made, conceived or developed (including prior to the date of this Agreement), or which he may later make, conceive
or develop, during the period of his engagement by Bioflamex and for six (6) months after termination of his engagement which relate
to the Business of Bioflamex (as defined below) or to Undersigned’s work for Bioflamex.


 


2.4Enforcement of
Proprietary Rights. The Undersigned shall assist and cooperate with Bioflamex, both during and after the period of his engagement
by Bioflamex, at Bioflamex's sole expense, to allow Bioflamex to obtain, maintain and enforce patent, copyright, trademark, trade
secret and other legal protection for the Inventions. The Undersigned shall sign such documents, and do such things necessary,
for such purposes and to vest Bioflamex with full and exclusive title in all Inventions against infringement by others. The Undersigned
hereby appoints the Secretary of Bioflamex as his attorney-in-fact to execute documents on his behalf for this purpose.


 


2.5Assignment
to Third Parties. Bioflamex has an unrestricted right to assign to any third party, without limitations, any rights, title
and interests it may have or acquire with respect to any Invention.


 


2.6Waiver
of Moral Rights. To the extent allowed by law, the Undersigned hereby waives all rights of paternity, integrity,
disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's
rights," "droit moral" or the like (collectively "Moral Rights") that he may have with respect to the
Inventions. To the extent, the Undersigned hereby retains any such Moral Rights under applicable law, the Undersigned hereby ratifies
and consents to, any action that may be taken with respect to such Moral Rights by or authorized by Bioflamex, and the Undersigned
agrees not to assert any Moral Rights with respect thereto. The Undersigned will confirm any such ratifications, consents and agreements
from time to time as requested by Bioflamex.


 


3.Non-Competition.


 


3.1Limitations.
The Undersigned agrees that during the term of his or her employment with Bioflamex and for a period of one year thereafter, the
Undersigned shall not, for any reason, directly or indirectly, through any other person, firm, corporation or other entity (whether
as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity):


 


(i)                  
in any geographical area in the United States or in those foreign countries where Bioflamex, during the period of the Undersigned’s
employment with Bioflamex, conducts or proposes to conduct business, engage in any business that is Directly Competitive with the
Business of Bioflamex.


(ii)                
solicit, induce, encourage or attempt to induce or encourage any employee, contractor or consultant of Bioflamex to terminate
his or her employment or relationship with Bioflamex, or to breach any other obligation to Bioflamex;


(iii)               
solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between
Bioflamex and any other person including, without limitation, any consultant, contractor, customer, potential customer, or supplier
of Bioflamex; or


(iv)              
engage in or participate in any business conducted under any name that shall be the same as or similar to the name of Bioflamex
or any trade name used by Bioflamex.


(v)                
For purposes of this Section 3, the "Business" of Bioflamex shall be deemed to mean any business which Bioflamex
conducts or has initiated plans to conduct during the term of Undersigned’s service with Bioflamex, including, but not limited
to, the development, marketing and sale of products comprised of or containing tissue-engineered skin.


 


For purposes of this
Section 3, "Directly Competitive" shall mean the development, marketing, selling, providing, distributing or sponsoring
of any service or product similar to any service or product offered by Bioflamex or which is capable of substituting for or displacing
any of Bioflamex’s services or products in the marketplace.



    	3



    	 



    

For purposes of this
Section 3, the terms “holder of equity,” “debt investment” or “lender” shall not include or
encompass any securities, debt or other investment instruments issued by or related to any publicly traded company, or any securities,
debt or investment instruments held indirectly via any mutual fund, index fund, private equity fund, investment trust or money
market fund.


 


3.2Acknowledgment.
The Undersigned acknowledges that the geographic, activity and time limitations contained in Section 3.1 are reasonable and properly
required for the adequate protection of Bioflamex's business. In the event that any such geographic, activity or time limitation
is deemed to be unreasonable by a court, the Undersigned shall submit to the reduction of either said activity or time limitation
to such activity or period as the court shall deem reasonable. In the event that the Undersigned is in violation of the aforementioned
restrictive covenants, then the time limitation thereof shall be extended for a period of time equal to the pendency of such proceedings,
including appeals.


 


3.3Conditions
on Enforceability of Non-competition Limitations. Notwithstanding the foregoing, the post-employment non-competition limitations
contained in Section 3.1 (i) through (iv) shall not be enforceable unless Bioflamex is then in compliance with its payment obligations
to the Undersigned with respect to any post-termination obligation to the Undersigned under any employment or consulting agreement.


 


3.4Provided
that Undersigned is not engaged in personally rendering services relating to any business activity that is Directly Competitive
with the Business of Bioflamex, it shall not be a violation of Section 3.1(i) of this Agreement
if, after separation from employment with Bioflamex, the Undersigned becomes employed by or renders service to (whether
as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity)
a subsidiary or division of a parent company with annual revenues in excess of $500 million, where the employing subsidiary or
division does not conduct any business that is Directly Competitive with the Business of Bioflamex, even if the parent company
has a separate subsidiary or division that does conduct a business that is Directly Competitive with the Business of Bioflamex.



    	4



    	 



    

4.Conflict
of Interest.


 


4.1Making
or Offering Payments or Gifts to Influence the Acts of Others. The Undersigned shall not make or offer to make any payment,
loan or gift:


 


(i)to any government official
or employee;


(ii) to any representative
of any vendor or customer (A) if doing so would appear to be an attempt to influence the representative's performance of his or
her duties and (B) unless the vendor's or customer's management has advance knowledge of such payment, loan or gift; or


(iii)to any person where
such payment, loan, gift or offer might violate any law, regulation or Bioflamex policy, including those relating to (A) commercial
or other bribery, (B) conflicts of interest, (C) labor matters, or (D) antitrust or trade regulation compliance.


 


The foregoing
notwithstanding, the Undersigned may provide customary token business gifts and entertainment.


 


4.2               
Accepting Any Payment or Gift. The Undersigned shall not accept or solicit from any vendor, customer or competitor
any payment, loan or gift or thing of value whether or not connected with the Undersigned’s performance of duties to Bioflamex.
The Undersigned shall not give any vendor, customer or competitor the impression that he or she expects or would accept gifts or
gratuities. The foregoing notwithstanding, the Undersigned may accept gifts of nominal value (less than or equal to $25) which
could not appear to cause a conflict of interest so long as there is no effort made to conceal the gift. If the Undersigned receives
a gift that is prohibited under this Section 4, he or she shall notify his or her supervisor and return the gift, along with a
written explanation that Bioflamex’s policy prevents the Undersigned from accepting the gift. Any gift that cannot be returned
shall be the property of Bioflamex to dispose of in its sole discretion.


 


4.3Outside
Interests and Activities. 


 


(a)The
Undersigned is expected to devote so much of his or her full time and ability to performing his or her duties as an employee or
consultant of Bioflamex, both during regular business hours and such additional time, as may be required. The Undersigned is
not permitted to maintain any business or financial interest, or to engage in any outside activity, that conflicts with the interests
of Bioflamex or might interfere with the Undersigned's ability to discharge his or her duties to Bioflamex. For purposes of this
Section 4, investments in securities that are listed on a national securities exchange or regularly traded on the over-the-counter
market in the United States shall not be deemed a conflict of interest.


 


(b)If the Undersigned
has at any time during the term of his or her employment with Bioflamex any business or financial interest or engages in any outside
activity that might conflict with the Undersigned’s duties to Bioflamex, he or she must immediately disclose the potential
conflict to the Chief Operating Officer of Bioflamex, who will determine whether any conflict of interest exists. If a conflict
of interest exists, Bioflamex shall determine whether the Undersigned should terminate the conflicting interest or activity, or
whether the Undersigned's duties should be revised.


 


(c)If the Undersigned
wishes to serve as a director or officer of another company, he or she must obtain the prior written approval of the Chief Operating
Officer to ensure that such service would be a conflict of interest.


 


(d)If a relative of the
Undersigned is engaged in activities which, if engaged in by the Undersigned would constitute a conflict of interest, the Undersigned
shall notify the Chief Operating Officer of Bioflamex thereof in writing.


 


4.4Trading with
Bioflamex. The Undersigned shall not sell or rent any property to or from Bioflamex, unless the sale or rental has been approved
in advance by a majority of the disinterested members of Bioflamex's Board of Directors.



    	5



    	 



    

4.5Misuse of Business
Opportunity. The Undersigned agrees that he or she shall not take advantage of any business opportunity which the Undersigned
learns about or develops in the course of employment by Bioflamex which is related to any current or future business of Bioflamex
without Bioflamex 's consent.


 


4.6Decisions; Remedies.
The Undersigned acknowledges and agrees that (i) Bioflamex's determination as to whether a conflict of interest exists or a misuse
of business opportunity has occurred shall be conclusive and Bioflamex may take such action as, in its judgment, will terminate
any conflict; (ii) the Undersigned may be subject to dismissal or other appropriate disciplinary action in the event that he or
she violates the provisions of this Section 4, and (iii) Bioflamex has the right to recover from the Undersigned any damages that
it sustains as a result of the Undersigned’s violation of this Section 4 and/or to refer such matter for criminal prosecution.


 


5.Miscellaneous.


 


5.1Disclosure
of this Agreement. The Undersigned hereby authorizes Bioflamex to notify others, including but not limited to customers of
Bioflamex and any of the Undersigned’s future employers, of the terms of this Agreement and the Undersigned’s responsibilities
under this Agreement.


 


5.2Specific
Performance. The Undersigned acknowledges that money damages alone would not adequately compensate Bioflamex in the event of
a breach or threatened breach by the Undersigned of this Agreement, and that, in addition to all other remedies available to Bioflamex
at law or in equity, Bioflamex shall be entitled to injunctive relief for the enforcement of its rights and to an accounting of
profits made during the period of such breach.


 


5.3Severability.


 


(a)                
This Agreement is the entire agreement of the parties as to its subject matter but is not and shall not be construed as
an employment agreement.


 


(b)                
Each of the covenants provided in this Agreement are separate and independent covenants. If any provision of this Agreement
shall be determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and any such
invalid or unenforceable provision shall be reformed so as to be valid and enforceable to the fullest extent permitted by law.


 


(c)                
It is not a defense to the enforcement of any provision of this Agreement that Bioflamex has breached or failed to perform
any obligation or covenant under any other agreement or understanding between the Undersigned and Bioflamex.



    	6



    	 



    

5.4Indemnification:
Waiver of Breach. Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent
to any subsequent breach on the part of the Undersigned. The Undersigned will indemnify, defend and hold harmless Bioflamex from
and against any losses, damages and expenses (including reasonable attorneys' fees) related to, based upon or arising from claims
of third persons of breach or a claim of breach of the Undersigned’s representations and agreements in Section 1.4.


 


5.5Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to
conflict of law rules. Bioflamex and the Undersigned submit to the jurisdiction of the state and federal courts situated in the
State of Nevada which courts shall have exclusive jurisdiction to decide disputes between them. 


 


5.6Amendments;
Further Documents. This Agreement may not be changed, modified, released, discharged,
abandoned or otherwise terminated in whole or in part except by an instrument in writing, agreed to and signed by the Undersigned
and a duly authorized officer of Bioflamex. The Undersigned agrees to execute such additional documents as Bioflamex may
require to implement the terms of this Agreement.


 


THE UNDERSIGNED:


 


(a) REPRESENTS THAT,
TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF, THE UNDERSIGNED HAS, AND HIS OR HER SPOUSE
AND DEPENDENT CHILDREN CURRENTLY HAVE, NO CONFLICT OF INTEREST, AS DEFINED IN SECTION 4. HEREIN, IN CONNECTION WITH THE UNDERSIGNED’S
EMPLOYMENT BY BIOFLAMEX, EXCEPT AS INDICATED BELOW:


 


XXThe
foregoing statement is true without exception.


 


 ̈The
foregoing statement is true, except that:


 


(b)UNDERSTANDS AND ACCEPTS
HIS OR HER RESPONSIBILITY TO ADVISE BIOFLAMEX IMMEDIATELY IN WRITING OF ANY FUTURE POTENTIAL CONFLICT OF INTEREST IN CONNECTION
WITH HIS OR HER EMPLOYMENT BY BIOFLAMEX.


 


(c)ACKNOWLEDGES THAT
HE OR SHE HAS (i) READ THIS AGREEMENT; (ii) BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS; (iii) BEEN GIVEN SUFFICIENT TIME TO CONSULT
AN ATTORNEY; AND (iv) EITHER CONSULTED WITH AN ATTORNEY OR AFFIRMATIVELY DECIDED NOT TO CONSULT AN ATTORNEY.


 


(d)ACKNOWLEDGES THAT
HE OR SHE HAS RECEIVED A COPY OF THIS AGREEMENT AND FULLY UNDERSTANDS THIS AGREEMENT.


 


(e)UNDERSTANDS THAT THE
UNDERSIGNED’S OBLIGATIONS UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF HIS OR HER ENGAGEMENT BY BIOFLAMEX FOR ANY REASON.


* * *



    	7



    	 



    

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


 


EMPLOYEE
OR CONSULTANT: 


 


By: /s/ Henrik Dahlerup


Name: Henrik Dahlerup


 


ADDRESS:



 


Willemoesgade 39


2100 Copenhagen O , Denmark


 


Date:


05.29.12


 


 


Accepted
by 


 


BIOFLAMEX
CORP.


 


By: /s/
Kristian Schiørring


Name:
Kristian Schiørring


Title:
CEO


 


 








    	8