Exhibit 10.25


 


MISONIX, INC.


1938 New Highway


Farmingdale, New York 11735


 


	 	September 15, 2016
	 	 
	Mr. Richard A. Zaremba	 
	c/o MISONIX, INC.	 
	1938 New Highway	 
	Farmingdale, New York 11735	 


 


Dear Richard:


 


I refer to the letter agreement, dated November 14, 2011 (the
“Original Letter Agreement”), by and between you and MISONIX, INC. ("Misonix"). In recognition of your past
service to Misonix and as consideration for your future service to Misonix as Senior Vice President, Finance, the Board of Directors
of Misonix (the “Board”) has authorized a modification to the Original Letter Agreement to provide that you will be
entitled to a payment in the event your employment is terminated other than for Cause (as defined below) in addition to the change-in-control
payment provided for by the Original Letter Agreement. Accordingly, we hereby agree with you as follows:


 


		1.	The Original Letter Agreement is hereby restated in its entirety.



 


		2.	In the event your employment with Misonix is terminated by Misonix on or before September 15, 2018
for any reason other than for Cause, Misonix will pay you a one-time additional compensation in an amount equal to twelve (12)
months annual base salary. Such additional compensation will be paid to you less all required withholding deductions, payable in
accordance with Misonix’s regular payroll schedule (the “Termination Payment”). For purposes of this letter agreement,
“Cause” shall mean failure, in the determination of the Board, to perform your responsibilities in any material respect
as assigned to you after the date hereof by Misonix’s Chief Executive Officer which failure has not been corrected by you,
in the determination of the Board, within ten (10) days after written notice from or on behalf of the Board of such failure.



 


		3.	Payment of the Termination Payment is contingent upon your (i) executing a standard waiver and
release in favor of Misonix and (ii) agreeing to a standard covenant not to sue Misonix and its officers, directors and related
parties, each at the time of the termination for Cause.



 


		4.	During the period in which the Termination Payment is being made, you shall, upon reasonable notice,
reasonably cooperate with Misonix, without requirement of compensation to you, with respect to any claim, dispute, litigation,
inquiry, investigation or proceeding concerning any matter with which you were involved while working for Misonix; provided, however,
that you may be advised in connection with such cooperation, at your expense, with respect to any matter in which you and Misonix
have conflicting interests, as determined by your counsel.



 




     


     


    

 


Mr. Richard A. Zaremba


September 15, 2016


Page 2


 


		5.	(a)         During the period in which payment of the Termination
Payment is being made, you covenant and agree that you shall keep strictly confidential all non-public proprietary information
which you obtained during the course of your employment with respect to the business practices, finances, developments, marketing,
sales, customers, affairs, trade secrets and other confidential information of Misonix which shall remain Misonix's exclusive property
and you shall not disclose the same, except to the extent that the same is then: (i) publicly available without any act of you
through a party not violating its obligations to Misonix; or (ii) required to be disclosed under the laws of the United States
or any state in any judicial or administrative proceeding. You further agree that immediately upon the termination of your employment,
you will surrender and deliver to Misonix all (1) lists, books, records, memoranda and data, computer discs, computer access
codes, magnetic media, software, of every kind relating to or in connection with Misonix's Business (as defined below) and customers
and suppliers of Misonix, and (2) all of Misonix's personal and physical property.



 


(b)        During
the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not compete, directly
or indirectly, with Misonix in (i) Misonix's Business or (ii) such other business as in the reasonable opinion of the Board is
a competitor of Misonix.


 


(c)        During
the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not, alone or with
others, directly or indirectly: (i) solicit for your benefit or the benefit of any person or organization other than Misonix, the
employment or other services of any executive or consultant of Misonix; or (ii) solicit for your benefit or the benefit of any
person or organization other than Misonix, the employment of any executive of any customer of Misonix, to compete in an area of
(x) Misonix’s Business or (y) such other business as in the reasonable opinion of the Board is a competitor of Misonix.


 


(d)        For
purposes of this letter agreement, “Misonix’s Business” shall mean the business of developing, manufacturing
and/or marketing therapeutic ultrasonic instruments for spine surgery, neurosurgery and other surgical specialties.


 


		6.	In the event of a termination of your employment, you agree that you will not disparage or encourage
or induce others to disparage Misonix (which, for purposes of this paragraph 6, is defined to include Misonix and any affiliated
company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, shareholders, members, directors,
officers, employees, agents and attorneys, whether past, present or future). Notwithstanding the foregoing, the obligations pursuant
to the preceding sentence shall not apply with respect to any person or entity that disparages, or encourages or induces others
to disparage you. Misonix agrees that neither it nor any affiliated company, parent company or subsidiary, each of their respective
predecessors, affiliates, or assigns, will authorize any person to disparage or encourage or induce others to disparage you, and
the Company shall instruct the members of the Board and its management team not to disparage you. The provisions of this paragraph
6 shall not apply with respect to any statement made in connection with any litigation or governmental investigation, or with any
filing required by law.



 




     


     


    

 


Mr. Richard A. Zaremba


September 15, 2016


Page 3


 


		7.	(a)        After a Change in Control of Misonix (as defined
under subparagraphs 7 (b) and (c) below), you shall be entitled to a one-time additional compensation in an amount equal to a payment
of twelve (12) months annual base salary. Such additional compensation will be paid to you in a lump sum within sixty (60) days
after the date such Change in Control of Misonix takes effect and your employment by Misonix or the acquiring company ceases (i)
involuntarily on your part or (ii) voluntarily on your part if you have suffered (x) a significant diminution in your material
duties and responsibilities without your express prior written consent, (y) a reduction in your annual base salary or (z) a relocation
to a facility or location more than fifty (50) miles from the address of Misonix’s headquarters office as of the effective
date of this letter agreement.



 


(b)        A
“Change in Control of Misonix” shall be deemed to have occurred in the event (i) any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of such
"persons", without the consent of the Board, is or becomes a "beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of Misonix representing 50% or more of the combined voting power of
our then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by
shareholders of Misonix of less than 60% of the voting securities of the resulting or acquiring entity having the power to elect
a majority of the Board of Directors of such entity.


 


(c)        Notwithstanding
anything in the foregoing to the contrary, no Change of Control of Misonix shall be deemed to have occurred for purposes of this
Agreement requiring payment to you of the compensation referred to in subparagraph 7(b) by virtue of (i) any transaction which
results in you or a group of persons which includes you, acquiring, directly or indirectly, 30% or more of any class of voting
securities of Misonix, or (ii) if you continue in the employ of Misonix or the acquiring company more than nine (9) months following
the occurrence of an event which would otherwise constitute a Change of Control of Misonix.


 


		8.	This letter agreement and any and all claims, controversies or disputes (including, without limitation,
contract, tort and statutory claims and counterclaims) arising under, relating in any way to, or in any way connected with (a)
this letter agreement (including, without limitation, any question regarding its formation, existence, validity, enforceability,
performance, interpretation, breach or termination), or (b) the interpretation and enforcement of the rights and duties of the
parties (whether or not in connection with this Agreement), shall be governed by and construed solely in accordance with the laws
of the State of New York without giving effect to any choice or conflict of laws principle or rule (whether of the State of New
York or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the substantive laws
of the State of New York. The parties hereby irrevocably agree that any federal or state court located in the State of New York,
county of New York shall have exclusive jurisdiction in relation hereto.



 




     


     


    

Mr. Richard A. Zaremba


September 15, 2016


Page 4


 


		9.	All notices and other communications required or permitted hereunder shall be in writing and shall
be deemed to have been given when hand-delivered or sent over night by a nationally recognized courier service as follows: If
to Misonix: MISONIX, INC., 1938 New Highway, Farmingdale, NY 11735, Att: Chief Executive Officer, with a copy to Joel I. Frank,
Esq., Wilk Auslander LLP, 1515 Broadway, New York NY 10036. If to you: Richard A. Zaremba, 10 Warwick Lane, Bay Shore, NY
11706.



 


		10.	This letter agreement, together with Misonix’ current Employee Manual and other items, form
a complete and exclusive statement covering the terms of your employment with Misonix. Misonix is an at-will employer. This at-will
employment relationship cannot be changed except in a writing signed by the Chairman or the Chief Executive Officer of Misonix.
Nothing contained herein shall modify the at-will nature of your employment by Misonix and does not create a contract, either express
or implied, to remain in Misonix’s employ.



 


Kindly evidence your agreement with the
foregoing by signing and returning the enclosed duplicate copy of this letter agreement.


 


	 	Sincerely,
	 	 
	 	MISONIX, INC.
	 	 	 
	 	By:	/s/ Stavros G. Vizirgianakis
	 	 	Stavros G. Vizirgianakis
	 	 	Interim Chief Executive Officer


 


	ACKNOWLEDGED AND AGREED TO
	AS OF THE DATE FIRST SET FORTH ABOVE:
	 	 
	/s/ Richard A. Zaremba	 
	Richard A. Zaremba