Exhibit 10.16


 


 


 


Memorandum


 


	Date:	March 9, 2021
	To:	Art Hoath
	From:	Edmundo Gonzalez
	Subject:	Employment Offer




 


 


I would like to take this opportunity
to memorialize our agreement and understanding regarding your employment by Marpai Inc. This offer is contingent on our Initial Public
Offering and the simultaneous acquisition of Continental Benefits.


 


To summarize the main points
of compensation and associated responsibilities, I have put together the following points:


 


		Title:	Chief
                                            Revenue Officer



 


		Responsibilities:	Managing
                                            all revenue generation processes and activities. Leading all sales personnel as well as supporting
                                            the company’s sales and marketing strategy as the healthcare payer of the future



 


	 	Reporting
  to:	CEO




 


	 	Target
  Start Date:	May 3,
  2021




 


	 	Starting
  Salary:	Annual
  salary of $240,000. Payroll is processed twice per month




 


	 	Advance
  Year 1:	Year 1
  advance on commissions of $90,000, paid over 4 installments ($22,500 at the end of each 3-month period)



 



	 	Sign-on
  Bonus:	One-time
  sign-on bonus of $15,000 to be paid at the first payroll




 


		Commission:	1.5%
                                            commission on net revenue from all new business generated from brokers and self-insured employers
                                            via your sales professionals;



 


Plus,
additional 5.0% commission on net revenue from direct employers or other new business won, where no other sales professional is involved


 


	 	Equity
  stake:	40,000
  options to purchase the company’s stock, under the company’s Global Share Incentive Plan. The options vest over four years
  with 25% vesting on the first anniversary, and 75% vesting monthly over the following 36 months. The exercise price per share shall
  be that of the company’s IPO price




 






     


     


    

 


		Benefits:	Benefits
                                            as offered to all full-time salaried employees including: annual vacation of 3 weeks, plus
                                            company-observed holidays; medical and dental insurance coverage provided to senior executive
                                            employees of the Company and their families. Additionally, you may expense (or the company
                                            shall pay directly) term life insurance premiums which provide a benefit of no less than
                                            $500,000 to your heirs).



 


		Expenses:	Business
                                            expenses such as cell phone, home office data/Internet, and travel expenses incurred on company
                                            business shall be reimbursed at actual cost, so long as an expense report and original receipts
                                            are submitted, per the Company’s policies



 


		Status:	At
                                            will employment, with a 5-month termination notice. (For avoidance of doubt, full salary
                                            and benefits shall be paid between the termination notice date and the date of termination).



 


	 	Confidentiality
  & IP: 	This
  offer letter is contingent on a confidentiality and intellectual property assignment agreement being signed contemporaneously (Exhibit
  A attached).




 


If you have any
questions, please let me know. If you are in agreement with these terms, please acknowledge your acceptance of our offer of employment,
contingent on our IPO, with your signature below.


 


	Sincerely,	 
	 	 
	/s/
    Edmundo Gonzalez	 
	Edmundo
    Gonzalez	 
	CEO	 




 


	 	AGREED
    AND ACCEPTED:
	 	 
	 	/s/
    Art Hoath
	 	Art
    Hoath
	 	 
	 	3/11/2021
	 	Date