EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is made and entered into as of June 28, 2021 (the “Effective Date”), by
and between Vadim Mats (the “Employee”) and DatChat, Inc., a Nevada corporation (the “Company”).


 


WHEREAS, the Company desires
to employ the Employee on the terms and conditions set forth herein; and


 


WHEREAS, the Employee
desires to be employed by the Company on such terms and conditions.


 


NOW, THEREFORE, in consideration
of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


 


1. Term.
The Employee’s employment hereunder shall be effective as of the Effective Date, and shall continue until the
first anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such first anniversary
of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal
Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive
periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least
thirty (30) days’ prior to the applicable Renewal Date. The period during which the Employee is employed by the Company hereunder
is hereinafter referred to as the “Employment Term”.


 


2. Position
and Duties.


 


2.1 Position.
During the Employment Term, the Employee shall serve as the Chief Financial Officer of the Company, reporting to Chief Executive
Officer of the Company. In such position, the Employee shall have such duties, authority and responsibility as shall be determined
from time to time by the Chief Executive Officer, which duties, authority and responsibility are consistent with the Employee’s
position. Employee shall perform faithfully and diligently all duties and responsibilities to be performed and assigned to him.
The Board of Directors of the Company or the Chief Executive Officer reserves the right to modify Employee’s position and
duties at any time in their reasonable discretion.


 


2.2 Duties.
The Executive shall serve as the Chief Financial Officer of the Corporation, with such duties, responsibilities, and authority
as are commensurate and consistent with his position, and such other duties, responsibilities and authority as may be, from time
to time, reasonably assigned to him by the Board of Directors (the “Board”) or Chairman of the Board of the
Corporation. In this capacity the Executive shall be responsible to lead and manage all of the operations of the Corporation that
are related to finance and capital markets, including, but is not limited to, providing expertise in making financial plan and
strategy, and working with the Corporation’s U.S. legal counsel and auditors to implement, monitor and oversee the Corporation’s
compliance with the requirements of the Sarbanes-Oxley Act of 2002, Securities Act of the 1933, as amended, Securities Exchange
Act of the 1934, and the listing rules of the Nasdaq Capital Market and to advise the Board of the Directors with respect to the
Corporation’s internal controls and procedures, including disclosure controls and procedures.


 


3. Place
of Performance. The principal place of Employee’s employment shall be at the Company’s offices located in New Brunswick,
New Jersey or such other location as mutually agreed upon between the Company and the Employee.


 


  4. Compensation.


 


4.1 Base Salary.
During the Employment Term, the Employer shall pay to Employee an initial base salary at the annual rate of Sixty Thousand ($60,000)
Dollars as compensation for Employee’s performance of Employee’s duties hereunder, payable in equal monthly
installments (the “Base Salary”). Such Base Salary shall be made payable in accordance with the normal
payroll practices of the Employer, less required deductions for state and federal withholding tax, social security and all other
employment taxes and payroll deductions.


 


     


     


    
4.2 Bonus.
For each twelve (12) month period of the Employment Term, the Employee shall be eligible to receive a bonus (the “Bonus”).
However, the decision to provide any Bonus and the amount and terms of any Bonus shall be in the sole and absolute discretion
of the Board of Directors of the Company. Any such Bonus shall be payable within one hundred twenty (120) days following the expiration
of each annual anniversary. Further, any such Bonus shall be payable at the Company’s sole option in stock or in cash.


 


4.3 Equity Awards.
Subject to the approval of the Compensation Committee, the Executive will be granted an option (the “Stock Options”)
to purchase up to 50,000 shares of the Corporation’s Common Stock at an exercise price equal to the closing price of the
Corporation’s Common Stock on the date of grant, under the Corporation’s 2021 Equity Incentive Plan (the “Plan”).
The Option will be subject to the terms and conditions of the Plan, as set forth in the Plan and the applicable Incentive Stock
Option Agreement.


 


4.4 Employee Benefits.
During the Employment Term, the Employee shall be entitled to participate in all employee benefit plans, practices and programs
maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”) to the extent
consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend
or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and
applicable law.


 


4.5 Vacation;
Paid Time-off. During the Employment Term, the Employee shall be entitled to three (3) weeks of paid vacation days per calendar
year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The
Employee shall receive other paid time-off in accordance with the Company’s policies for employee officers as such policies
may exist from time to time.


 


4.6 Business Expenses.
The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel
expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with
the Company’s expense reimbursement policies and procedures.


 


5. Termination
of Employment. The Employment Term and the Employee’s employment hereunder may be terminated by either the Company or
the Employee at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to
give the other party at least ten (10) days advance written notice of any termination of the Employee’s employment. Upon
termination of the Employee’s employment during the Employment Term, the Employee shall be entitled to the compensation and
benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits
from the Company or any of its affiliates.


  


5.1 Payments upon
Termination. Upon termination of this Agreement, the Employee shall be entitled to receive:


 


(i)any equity
award which has vested as of the Termination Date (as defined below);


 


(ii)       reimbursement
for unreimbursed business expenses properly incurred by the Employee, which shall be subject to and paid in accordance with the
Company’s expense reimbursement policy; and


 


(iii)       such
employee benefits, if any, to which the Employee may be entitled under the Company’s employee benefit plans as of the Termination
Date; provided that, in no event shall the Employee be entitled to any payments in the nature of severance or termination payments
except as specifically provided herein ((i), (ii) and (iii) collectively, the “Accrued Amounts”).


 


     


     


    
5.2 Death or Disability.


 


(a) The Employee’s
employment hereunder shall terminate automatically upon the Employee’s death during the Employment Term, and the Company
may terminate the Employee’s employment on account of the Employee’s Disability.


 


(b) If the Employee’s
employment is terminated during the Employment Term on account of the Employee’s death or Disability, the Employee (or the
Employee’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts.


 


(c) For purposes of
this Agreement, “Disability” shall mean the Employee’s inability, due to physical or mental incapacity,
to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three
hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of the Employee’s
Disability as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician
mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two (2) physicians shall select a third (3rd) who shall make
such determination in writing. The determination of Disability made in writing to the Company and the Employee shall be final
and conclusive for all purposes of this Agreement.


 


5.3 Notice of
Termination. Any termination of the Employee’s employment hereunder by the Company or by the Employee during the Employment
Term (other than termination pursuant to Section 5.2(a) on account of the Employee’s death) shall be communicated by written
notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section
20.


 


5.4 Termination
Date. The Employee’s Termination Date shall be:


 


(a) If the Employee’s
employment hereunder terminates on account of the Employee’s death, the date of the Employee’s death;


 


(b) If the Employee’s
employment hereunder is terminated on account of the Employee’s Disability, the date that it is determined that the Employee
has a Disability;


 


(c) If the Company
terminates the Employee’s employment hereunder with or without cause, the date specified in the Notice of Termination, which
shall be no less than ten (10) days following the date on which the Notice of Termination is delivered; and


 


(d) If the Employee’s
employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal
Date immediately following the date on which the applicable party delivers notice of non-renewal.


 


5.5 Resignation
of All Other Positions. Upon termination of the Employee’s employment hereunder for any reason, the Employee agrees to
resign, effective on the Termination Date from all positions that the Employee holds as an officer of the Company or any of its
affiliates.


 


     


     


    
6. Cooperation.
The parties agree that certain matters in which the Employee will be involved during the Employment Term may necessitate the Employee’s
cooperation in the future. Accordingly, following the termination of the Employee’s employment for any reason, to the extent
reasonably requested by the Chief Executive Officer, the Employee shall cooperate with the Company in connection with matters arising
out of the Employee’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption
of the Employee’s other activities. The Company shall reimburse the Employee for reasonable expenses incurred in connection
with such cooperation.


 


7. Confidential
Information.


 


(a) Definition.


 


For purposes of this Agreement,
“Confidential Information” includes, but is not limited to, all information not generally known to the public,
in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices,
methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts,
terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer
programs, computer software, applications, operating systems, web design, work-in-process, databases, manuals, records, articles,
systems, material, sources of material, vendor information, financial information, results, accounting information, accounting
records, legal information, marketing information, advertising information, pricing information, credit information, payroll information,
staffing information, personnel information, employee lists, developments, reports, internal controls, security procedures, market
studies, sales information, revenue, costs, notes, communications, ideas, inventions, original works of authorship, discoveries,
specifications, customer information, customer lists, client information, and client lists of the Company or its businesses or
any existing or prospective customer, investor or other associated third party or of any other person or entity that has entrusted
information to the Company in confidence.


 


The Employee understands
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise
identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.


 


The Employee understands
and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as
if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall
not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided
that, such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf.


 


(b) Company Creation and Use of Confidential
Information.


 


The Employee understands
and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into
developing its resources, creating a customer base, generating investors and potential investor lists, training its employees,
and improving its business offerings. The Employee understands and acknowledges that as a result of these efforts, the Company
has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with
a competitive advantage over others in the marketplace.


 


     


     


    
(c) Disclosure and Use Restrictions.


 


The Employee agrees and
covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish,
communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available,
in whole or part, to any entity or person whatsoever (including other employees of the Company ) not having a need to know and
authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to
anyone outside of the direct employ of the Company except as required in the performance of the Employee’s authorized employment
duties to the Company or with the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance
(and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to
access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing
any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control
of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company or with
the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall
be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure
of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent
jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required
by such law, regulation or order. The Employee shall promptly provide written notice of any such order to the Chief Executive Officer.


 


The Employee understands
and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence
immediately upon the Employee first having access to such Confidential Information (whether before or after he begins employment
by the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information
has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in
concert with the Employee or on the Employee’s behalf. 


 


8. Non-disparagement.
The Employee agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Chief Executive Officer,
or any of its employees, officers, directors and existing and prospective investors and other associated third parties. This Section
8 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights
cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent
jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation
or order. The Employee shall promptly provide written notice of any such order to the Chief Executive Officer.


 


9. Acknowledgement.
The Employee acknowledges and agrees that the services to be rendered by his to the Company are of a special and unique character;
that the Employee will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of the Employee’s employment; and that the terms and conditions of this Agreement are reasonable and
reasonably necessary to protect the legitimate business interest of the Company.


 


The Employee further acknowledges
that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Section 7 and Section
8 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise
referenced herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the
terms and conditions of Section 7 and Section 8 of this Agreement or the Company’s enforcement thereof.


 


     


     


    
10. Remedies.
In the event of a breach or threatened breach by the Employee of Section 7 and Section 8 of this Agreement, the Employee hereby
consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without
the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity
of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages or other available forms of relief.


 


11. Security.


 


11.1 Security
and Access. The Employee agrees and covenants (a) to comply with all Company security policies and procedures as in force from
time to time, including without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities
access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any
and all other Company facilities, IT resources and communication technologies (“Facilities Information Technology and
Access Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized
by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination
of the Employee’s employment by the Company, whether termination is voluntary or involuntary. The Employee agrees to notify
the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized
access, use, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources
or other Company property or materials by others.


 


11.2 Exit Obligations.
Upon (a) voluntary or involuntary termination of the Employee’s employment or (b) the Company’s request at any time
during the Employee’s employment, the Employee shall (i) provide or return to the Company any and all Company property, including
keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers,
cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations,
work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives,
negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including, but not
limited to, those that constitute or contain any Confidential Information, that are in the possession or control of the Employee,
whether they were provided to the Employee by the Company or any of its business associates or created by the Employee in connection
with her employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the
Company that remain in the Employee’s possession or control, including those stored on any non-Company devices, networks,
storage locations and media in the Employee’s possession or control.


 


12. Publicity.
The Employee hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and
licensees, of the Employee’s name, voice, likeness, image, appearance and biographical information in, on or in connection
with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other
advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other
printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company,
for all legitimate commercial and business purposes of the Company (“Permitted Uses”) without further consent
from or royalty, payment or other compensation to the Employee. The Employee hereby forever waives and releases the Company and
its directors, officers, employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability
of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by
the Company, arising directly or indirectly from the Company ‘s and its agents’, representatives’ and licensees’
exercise of their rights in connection with any Permitted Uses.


 


     


     


    
13. Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the State
of New York without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement
shall be brought only in a state or federal court located in the state of New York, County of New York. The parties hereby irrevocably
submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such
action or proceeding in such venue.


  


14. Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Employee and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the
Agreement.


 


15. Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Employee and by the President of the Company. No waiver by either of the parties of any breach by the
other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a
waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of
or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


16. Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any
portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part
hereof and treated as though originally set forth in this Agreement. Upon such determination that any term or other provision is
invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.


 


17. Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


18. Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 


19. Successors
and Assigns. This Agreement is personal to the Employee and shall not be assigned by the Employee. Any purported assignment
by the Employee shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns.


  


20. Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


 




     


     


    

If to the Company:


 


DatChat, Inc.


65 Church Street


2nd Floor


New Brunswick, NJ 08901


Attn: Darin Myman, Chief Executive
Officer


 


If to the Employee:


 


Vadim Mats


[_____]


[_____]


 


21. Representations
of the Employee. The Employee represents and warrants to the Company that:


 


21.1 The Employee’s
acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation
of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.


 


21.2 The Employee’s
acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition
or other similar covenant or agreement of a prior employer.


 


22. Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


23. Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive
such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


24. Further
Assurances. Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably
required to effectuate this Agreement


 


25. Acknowledgment
of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO
THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 


[SIGNATURE PAGE FOLLOWS]




     


     


    

 


	CORPORATION:	 
	 	 
	DatChat, Inc.	 
	 	 
	/s/ Darin Myman	 
	By: Darin Myman	 
	Title: Chief Executive Officer	 
	 	 
	EXECUTIVE:	 
	 	 
	/s/ Vadim Mats	 


By: Vadim Mats