Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (this “Agreement”), is made and entered into to be effective as of first day of business
after the closing of the I.P.O. (defined below) (the “Effective Date”), between Lantern Pharma Inc.,
a Delaware corporation (the “Company”), and David R. Margrave (“Executive”).
The Company and Executive may be referred to herein individually as a “Party” or collectively as the
“Parties.” The term I.P.O. shall mean the initial public offering of the Company.


 


A. The Company believes
that the future growth, profitability, and success of the Company will be significantly enhanced by the employment of Executive.


 


B. The Company desires
to employ Executive, and Executive wishes to be employed by the Company, on the terms and subject to the conditions set forth in
this Agreement.


 


NOW, THEREFORE, for
and in consideration of the mutual promises and covenants and the considerations as set forth herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto do hereby agree as follows:


 


1. Position;
Duties; Term.


 


1.1 Position.
Executive shall have the title of Chief Financial Officer (CFO).


 


1.2 Ancillary Positions.
In addition to Executive’s position with the Company, the Company shall use reasonable commercial efforts to assure that
(i) Executive shall serve as Chief Financial Officer, or in a similar leadership capacity with respect to any and all subsidiaries
that are controlled by the Company.


 


1.3 Duties.
Executive shall have such authority and duties as are usual and customary for the positions described in Section 1.1. Executive
shall perform such other services and duties as the Company may from time to time designate, provided that such services and duties
are consistent with Executive’s present duties. Executive shall devote Executive’s full time and reasonable best efforts
to the operations, business, and affairs of the Company.


 


1.4 Term. The
term of Executive’s employment under this Agreement shall begin on the Effective Date and, unless sooner terminated in accordance
with Section 3, shall conclude on July 30th, 2022 (the “Term”). The Parties agree that the Term
may be extended only by mutual, written agreement between the Parties. Should the Parties continue the employment relationship
beyond the Term without a written agreement extending (or otherwise modifying) the Agreement, such employment shall be on an at-will
basis, and the provisions only applicable during the Term, such as the termination and termination payment provisions set forth
in Section 3, shall not be applicable.


 


2. Base Salary; Bonus;
Incentive Equity; Benefits; Expenses; Vacation. During the Term, the Company shall provide the following:


 


2.1. Salary.
The Company shall pay Executive a base annual salary (“Base Salary”) as detailed in the attached Exhibit A.


 


2.2. Bonus.
Executive shall be eligible for certain bonus-based compensation as detailed in the attached Exhibit A.


 




     


     


    

  


2.3 Incentive Equity.
Executive shall receive incentive equity in the Company as detailed in the attached Exhibit A.


 


2.4
Benefits. Executive shall be eligible to participate in the health insurance, vacation, and other employee benefit plans
and programs generally provided by the Company to its executive employees in accordance with the terms thereof as in effect from
time to time.


 


2.5 Expenses.
The Company will reimburse and/or pay Executive’s reasonable documented, out-of-pocket expenses as detailed in the attached
Exhibit A.


 


3. Termination of Employment. The
following provisions apply during the Term.


 


3.1 By Notice to Either Party. Either
Executive or the Company may terminate Executive’s employment effective upon 30 days’ prior written notice to the other
Party. The Company may require Executive to cease performing services for the Company immediately after receiving or providing
notice of termination; provided, however, in such event, the Company shall remain obligated to pay an amount equal
to Executive’s Base Salary (at the same monthly rate as paid immediately prior to such notice) during the 30 days’
notice period, and Executive shall remain bound by the same obligations he owed to the Company immediately prior to such notice.


 


3.2 By the Company
for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below), during the Term, effective
immediately upon written notice to Executive. Such notice shall set forth generally the facts and circumstances alleged to constitute
Cause. As used herein, the term “Cause” means:


 


(a) Executive’s
material breach of his duties as an employee of the Company or material failure to perform Executive’s obligations under
this Agreement other than those set forth in Section 4, provided, however, that such failure is not cured
(to the extent curable) within ten (10) days after Executive receives notice from the Company of such material breach or failure;


 


(b) Executive’s
breach or threatened breach of one or more of the provisions of Section 4 of this Agreement;


 


(c) Executive’s
refusal or failure to follow the reasonable instructions of the Company or the Company’s Board of Directors (the “Board”)
concerning duties or actions consistent with Executive’s position;


 


(d) Failure
to achieve any specified material operational or strategic milestones that are agreed upon by the Board and Executive from time
to time.


 


(e) Executive’s
breach of any Company rule or policy that is reasonably likely to have a material adverse effect on the Company, provided,
however, that such breach is not cured (to the extent curable) within ten (10) after Executive receives notice from the
Company that of such breach;


 




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(f) Executive’s
material failure, other than by reason of disability, to perform satisfactorily to the Board on a regular basis any duties under
Section 1.3, provided, however, that such failure is not cured (to the extent curable) within ten (10) days
after Executive receives notice from the Company that he is not performing his duties satisfactorily;


 


(g) Any intentional
or grossly negligent act or failure to act by Executive that causes or threatens to cause a material loss to the Company or any
business of the Company;


 


(h) Executive’s
commission of, indictment for, conviction for, or plea of guilty or nolo contendere to a crime of moral turpitude or fraud, embezzlement,
or other similar act of dishonesty or moral turpitude, or, separately, any violation of local, state or federal laws, rules or
regulations that materially impairs or injures the reputation of, or materially harms, the Company; or


 


(i) Executive’s
appropriation of any business opportunity of the Company for Executive’s personal benefit, the personal benefit of a member
of Executive’s immediate family, or the benefit of any entity in which Executive or a member of Executive’s immediate
family, directly or indirectly, owns an equity interest possessing at least five percent
(5%) of total combined voting power of all equity interests entitled to vote, or at least five percent (5%) of the total value
of all classes of equity.


 


3.3 Payments Upon
Termination.


 


(a) In the
event of Executive’s termination of employment, during the Term, for any reason and at any time other than as set forth in
Section 3.3(b), the Company shall have no obligation to pay to Executive anything beyond (i) earned but unpaid salary through
the end of Executive’s employment, and (ii) reimbursement for all funds advanced in connection with Executive’s employment
for reasonable expenses incurred by Executive and approved by the Company through the end of Executive’s employment (collectively
referred to as the “Accrued Benefits”).


 


(b) In the
event the Company terminates the employment relationship without Cause (as defined in Section 3.2) during the Term, the
Company shall pay to Executive the Accrued Benefits, plus severance pay in an amount equal to the greater of (i) Executive’s
applicable Base Salary for the remainder of the Term following the date of termination of employment, or (ii) three months of additional
compensation, calculated based on Executive’s applicable Base Salary at the time of such termination (the “Severance
Pay”). The Severance Pay will be paid by the Company in monthly installments, less all applicable withholdings, in
accordance with the Company’s standard payroll practices. In addition, in the event the Company terminates the employment
relationship without Cause (as defined in Section 3.2) during the Term, Executive shall be paid a prorated annual bonus
amount (the “Prorated Bonus”), if applicable. The Prorated Bonus will be subject to compliance with the
performance requirements for such bonus as described in Section III of Exhibit A hereto for the calendar year in which Executive’s
employment is terminated, with such Prorated Bonus amount to be calculated based upon compliance with the performance requirements
for such bonus as described in Section III of Exhibit A hereto for such months during the calendar year of termination that Executive
was employed by the Company, pro-rated based upon Executive’s months of employment for the calendar year of termination.
Payment of any Prorated Bonus amounts due to Executive shall be made within 30 days after the end of Executive’s employment.
Notwithstanding the foregoing, Severance Pay and Prorated Bonus amounts shall only be paid in the event Executive executes (and
does not revoke) a full and complete release of claims in a form to be provided by the Company. In addition, in the event the Company
terminates the employment relationship without Cause (as defined in Section 3.2) during the Term, and circumstances are
later discovered to indicate that Cause existed at the time of such termination, then the Company shall have no obligation to pay
the Severance Pay and Prorated Bonus, and Executive shall, following notice from Company to Executive of the circumstances constituting
Cause, reimburse Company for any portions of such Severance Pay and Prorated Bonus that have previously been paid to Executive.
In the event Executive fails to deliver (or revokes) the release agreement referenced above, Executive shall not be entitled to
the Severance Pay and Prorated Bonus.


 




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(c) Except
as specifically provided herein, Executive shall not be entitled to any compensation, severance or other benefits from the Company
or any of its affiliates upon the termination of employment for any reason whatsoever.


 


3.4 Upon a termination
of the employment relationship, Executive shall be deemed to have resigned all officer, board of directors, board of members, and
similar management positions held with the Company or any of the Company’s subsidiaries or affiliates.


 


4. Restrictive Covenants.



 


4.1. Definitions.


 


(a) “Customers
or Alliance Partners” means (a) during Executive’s employment, any individual, business, partnership, corporation,
association, or other entity to whom (i) products or product candidates have been sold, assigned or licensed by the Company within
the eighteen (18) months immediately prior to the Relevant Time (as defined in Section 4.1(g)), or (ii) services have been
provided by the Company within the eighteen (18) months immediately prior to the Relevant Time (as defined in Section 4.1(f)),
and (b) after the “Termination Date” (defined below), any individual, business, partnership, corporation,
association, or other entity to whom (1) products or product candidates have been sold, assigned or licensed by the Company within
the two (2) years immediately prior to the Termination Date, or (2) services have been provided by the Company within the two (2)
years immediately prior to the Termination Date.


 


(b) “Company
Property” means all cell phones, computers, cars, keys, card-keys, electronics, and equipment and all records,
files, notes, reports or other documents or materials, including Confidential Information, whether in written or electronic form,
and all copies thereof (including electronic copies), relating to the Company or its operations, business or affairs that belongs
to the Company or that Executive shall prepare, obtain from the Company, or that Executive has been provided with in connection
with Executive’s employment with the Company.


 


(c) “Competitive
Activities” means activities that directly compete with products, product candidates that are being actively pursued,
product treatment indications, biomarker-driven treatment approaches, services, or technologies, that the Company is actively developing,
selling, distributing, licensing and/or manufacturing. Biomarker-driven treatment approaches that the Company is actively pursuing
shall include, without limitation, the approach of using specific genetic signatures and artificial intelligence and machine learning
technology to assist with identifying patient populations with greater likelihood to respond to treatment.


 




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(d)
“Confidential Information” means the following information regarding the Company: (i) information
regarding the Company’s business, operations, assets, liabilities or financial condition; (ii) information regarding the
Company’s pricing, sales, merchandising, marketing, capital expenditures, costs, joint ventures, business alliances, purchasing
or manufacturing; (iii) information regarding the Company’s employees or representatives, including their identities, responsibilities,
competence and compensation; (iv) information regarding the Company’s current Customers or Alliance Partners (or prospective
Customers or Alliance Partners identified within the twelve (12) month period prior to Executive’s termination), including
information regarding their purchasing patterns; (v) information regarding the Company’s current and material vendors, suppliers,
or distributors; (vi) forecasts, projections, budgets and business plans regarding the Company; (vii) information regarding the
Company’s planned or pending acquisitions, divestitures or other business combinations; (viii) any and all Trade Secrets
(defined below); and (ix) material technical information, patent applications that have not been published by the United States
Patent and Trademark Office, sketches, drawings, blueprints, models, know-how, discoveries, inventions, improvements, techniques,
processes, business methods, equipment, algorithms, proprietary software programs, proprietary software source documents and formulae,
in each case regarding the Company’s current products, product candidates, services, or future or proposed products, product
candidates or services (including information concerning the Company’s research, experimental work, development, design details
and specifications, and engineering), but only relating to such items that were in effect or development, or with respect to which
Executive was otherwise aware, during Executive’s employment; provided, however, that Confidential Information
does not include any of the foregoing that becomes generally known to and available for use by the public other than as a result
of Executive’s acts or omissions.


 


(e) “Trade
Secrets” means information (including, but not limited to, technical or nontechnical data, formulas, practices, processes,
algorithms, designs, patterns, compilations, programs, devices, methods (including, without limitation, commercial methods and
evaluation and selection methods), artificial intelligence and machine learning technology and approaches, computer software and
programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements,
techniques, drawings, financial data, financial plans, product plans or lists of actual or potential customers, collaborators or
suppliers) with respect to which the Company (1) derives economic value, actual or potential, from such information not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure
or use; and (2) has conducted efforts that are reasonable under the circumstances to maintain the secrecy of such information.


 


(f) “Prospective
Customers or Alliance Partners” means (a) during Executive’s employment, any individual, business, partnership,
corporation, association, or other entity that the Company has attempted or intended to provide services to, or sell, assign or
license products or product candidates within the one (1) year immediately prior to the Relevant Time and (b) after the Termination
Date, any individual, business, partnership, corporation, association, or other entity that the Company has attempted or intended
to provide services to, or sell, assign or license products or product candidates within the one (1) year immediately prior to
the Termination Date.


 


(g) “Relevant
Time” means the time at which Executive violates, attempts to violate, or is alleged to have violated or attempted
to violate Section 4.5 and/or Section 4.6 and/or Section 4.2(b) of this Agreement.


 


(h) “Restricted
Period” means the period of Executive’s employment and one year immediately following the Termination Date.


 




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(i) “Restrictive
Covenants” refers to the matters discussed in this Section 4.


 


(j) “Termination
Date” means the last date of Executive’s employment with the Company.


 


(k)
“Territory” means (a) any state of the United States of America in which the Company or any of its subsidiaries
have engaged in the Business of the Company (or are actively pursuing, or actively considering plans to engage in, the Business
of the Company) during the twelve (12) month period prior to Executive’s termination, and (b) any country other than the
United States of America in which the Company or any of its subsidiaries are actively conducting substantial business at the time.
For purposes of this Agreement, the term “Business of the Company” shall mean (i) the business of developing oncology
pharmaceutical products and biologic products, (ii) the business of seeking to license, assign or enter into strategic alliances
with respect to oncology pharmaceutical products and biologic products, and (iii) the business of using specific genetic signatures
and artificial intelligence and machine learning technology and approaches to assist with identifying patient populations with
greater likelihood to respond to treatment. In addition, the Business of the Company shall include, without limitation, the design,
development, manufacture, distribution, and/or sale or license of products, product candidates or product categories or services
or service categories that the Company is actively designing, developing, researching, selling, licensing, distributing and/or
manufacturing within the eighteen (18) months immediately prior to the Termination Date.


 


(l) “Work”
means any and all works of authorship and associated copyrights created by Executive in the scope of Executive’s employment
hereunder and prior to the termination of Executive’s employment.


 


4.2. Protection
of Confidential Information.


 


(a) Access.
The Company and Executive acknowledge that to assist Executive in the performance of Executive’s duties hereunder, Executive
will, from time to time, receive or have access to Confidential Information owned by the Company, its affiliates and/or third persons
(including Customers or Alliance Partners and Prospective Customers or Alliance Partners who have furnished such information and
materials to the Company under obligations of confidentiality).


 


(b) Non-Disclosure.
Executive shall hold in strict confidence and shall not directly or indirectly disclose, disseminate, publicize, copy or make lists
of any, or use any Confidential Information, except to the extent required for Executive to perform his duties hereunder or as
authorized in writing by the Company or required by any court or administrative agency of competent jurisdiction, other than: (i)
on a confidential basis to an authorized employee or authorized independent contractor or authorized agent of the Company, (ii)
to a person to whom disclosure is, or use of which is, reasonably necessary or appropriate in connection with the performance by
Executive of his duties to the Company as set forth in this Agreement, or (iii) to the extent such portions of Confidential Information
are compelled by law, subpoena, or other lawful process to be disclosed. If Executive is compelled by law, subpoena, or other lawful
process to disclose any Confidential Information, then Executive shall give prompt written notice of such fact to the Company so
that the Company may, if it so desires, seek a protective order or other governmental or judicial relief, at the Company’s
expense, to prevent or limit disclosure of the Confidential Information. Notwithstanding
anything in this Agreement to the contrary, nothing in this Agreement will or is intended to require prior notice to the Company
of or prohibit any communication by Executive with the United States Securities and Exchange Commission or any other applicable
regulatory authority with respect to any possible violation of applicable laws or the rules and regulations promulgated thereunder.


 




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4.3. Return of Company
Property. All Company Property shall be and shall remain the sole and exclusive property of the Company throughout Executive’s
employment and after the termination thereof for any reason. Upon the termination of Executive’s employment with the Company
or such earlier time or times as the Company may request, Executive shall promptly return to the Company all Company Property,
and, to the extent such property is records, files, notes, or other documents, return all copies thereof in Executive’s possession
or under Executive’s custody or control. Executive is prohibited from retaining any copies of Company Property after the
termination of employment for any reason.


 


4.4. Inventions
and Works Made For Hire.


 


(a) Executive agrees
that any and all inventions (including, without limitation, any and all algorithms, software programs, software source documents
and formulae, hardware, molecular compositions and other inventions), improvements, discoveries, designs, enhancements, innovations,
modifications, works of authorship, intellectual property, concepts or ideas, or expressions thereof, whether or not subject to
patent, copyright, trademark or service mark protections, and whether or not reduced to practice, that are made, conceived, generated,
authored or developed by Executive while employed with the Company or through Executive’s use of Confidential Information
and which relate to or result from the actual or anticipated business, work, products, product candidates, research or investigation
of the Company (collectively, “Inventions”), shall be the sole and exclusive property of the Company or a subsidiary
designated by the Company. Executive hereby irrevocably assigns and transfers to the Company all of Executive’s right, title
and interest in and to any and all such Inventions. In addition, Executive shall promptly do all things reasonably requested by
the Company to assign to and vest in the Company or the applicable subsidiary the entire right, title and interest to any such
Inventions and to obtain full protection therefor. Executive shall promptly disclose all Inventions to the Company in writing on
a confidential basis. In addition, during the three (3) years following the Termination Date, Executive will provide the Company
with a complete copy of each patent application filed by Executive or that names Executive as an inventor or co-inventor.


 


(b) Executive agrees
that any and all Work shall be deemed a “work made for hire” within the meaning of the United States Copyright Act,
Title 17, United States Code, which vests all copyright interest in and to the Work in the Company. To the extent that any such
Work is not, by operation of law, a “work made for hire”, Executive hereby assigns and transfers to the Company all
of his right, title and interest therein, including, without limitation, any copyrights and renewals or extensions thereto.


 


(c) Executive shall promptly
execute all applications, assignments or other instruments as may be requested by Company, from time to time, to further establish
Company’s ownership of Inventions, including patent, copyright and other intellectual property rights in any and all countries
on such Inventions as the Company, in its sole discretion, shall determine. In the event Company is unable for any reason, after
good faith reasonable effort, to secure Executive’s signature on any document which the Executive is required to execute
in accordance with the terms of this Section 4.4, Executive hereby irrevocably designates and appoints the Company
to act for and on behalf of the Executive, and hereby authorizes and provides the Company with a power of attorney, to execute,
verify and file any such documents with the same legal force and effect as if executed by Executive.


 




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(d) Executive’s
obligation to assign Inventions to the Company does not apply to an invention that is developed entirely on Executive’s own
time, using entirely his own equipment, supplies, facilities and resources, unless such invention: (1) relates at the time
of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated
research or development of the Company; (2) results from any Work or other services or duties performed by Executive for the Company;
or (3) is based on Confidential Information or is developed using Confidential Information. To avoid any potential confusion as
to ownership over any such invention, Executive agrees to immediately disclose such invention to the Company. If Executive fails
to do so, any undisclosed invention will be presumed to be a Company Invention, and Executive will have the burden of establishing
that it is otherwise.


 


4.5. Non-Solicitation of Customers,
Alliance Partners and Personnel. During the Restricted Period, Executive (individually, or through or on behalf of any individual,
business, partnership, corporation, association or other entity) shall not, in any capacity or for anyone other than the Company,
directly or indirectly, without the prior written consent of the Board:


 


(a) induce,
recruit, solicit, entice, or attempt to induce, recruit, solicit, or entice any Customers or Alliance Partners to terminate, alter,
or limit its, his, or her relationship with the Company;


 


(b) induce,
recruit, solicit, entice, or attempt to induce, recruit, solicit, or entice any Prospective Customers or Alliance Partners to not
work with, engage, or otherwise, contract with the Company;


 


(c) perform
Competitive Activities for any Customers or Alliance Partners or Prospective Customers or Alliance Partners;


 


(d) interfere
with the Company’s relations with its Customers or Alliance Partners or otherwise divert business from the Company; or


 


(e) induce,
recruit, solicit, entice, hire, or attempt to induce, recruit, solicit, entice, or hire or assist others in inducing, recruiting,
soliciting, enticing or hiring any person or entity who (i) is an employee or contractor of the Company or was an employee or contractor
of the Company within the twelve (12) months prior to the Relevant Time or the Termination Date, as applicable, or (ii) Executive
comes into contact with directly as a result of Executive’s employment with the Company, or encourage such person or entity
to terminate his, her or its employment or contractor relationship with the Company, other than pursuant to general advertisements.


 


4.6. Non-Competition.


 


(a) Acknowledgement.
Executive acknowledges and agrees that (i) the Company is engaged in a highly competitive business; (ii) the Company has made substantial
investments to develop its business interests and goodwill and to provide special training and access to Confidential Information
to Executive for the performance of Executive’s duties hereunder; (iii) the success of the Company’s business in the
marketplace depends upon its goodwill and reputation for quality and dependability; (iv) the limitations as to time, geographical
area, and scope of activity to be restrained in these Restrictive Covenants are reasonable and are not greater than necessary to
protect the goodwill and other business interests of the Company; and (v) the investments made by the Company are worthy of protection
and the Company’s need for protection afforded by the Restrictive Covenants is greater than any hardship Executive might
experience by complying with the terms thereof.


 




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(b) Competitive
Activities. During the Restricted Period, Executive shall not, directly or indirectly, whether individually or as a principal,
agent, employee, employer, consultant, investor or partner, (i) engage in or participate in Competitive Activities on behalf of
any person or entity other than the Company and its subsidiaries and affiliated entities, or (ii) make any financial investment
in, become employed by or render services to or for any person or other business enterprise, including all affiliates thereof (other
than the Company and its subsidiaries and affiliated entities), that engages in Competitive Activities. During the portion of the
Restricted Period that follows the Termination Date, such Competitive Activities are prohibited anywhere in the Territory. Notwithstanding
the foregoing, Competitive Activities shall not be construed to preclude Executive from making any investment in the securities
of any entity, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on
a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and such
investment does not exceed two percent (2%) of the issued and outstanding shares or other ownership interests in such entity or
give Executive the right or power to control or participate directly in the making of policy decisions of such entity. By way of
further clarification, Executive’s employment with the Company is on a full time basis
and, accordingly, during the term of his employment with the Company Executive is prohibited from competing with the Company, whether
directly or indirectly and regardless of location, provided that Executive shall not be prohibited from conducting activities
solely for the benefit of the Company and its subsidiaries in Executive’s capacity as an employee of the Company.


 


4.7. Enforcement.
Executive agrees that a breach, or a threatened or reasonably anticipated breach on his part of the Restrictive Covenants will
cause such damage to the Company as will be irreparable and for that reason Executive further agrees that the Company shall be
entitled to seek injunctive or other equitable relief as determined by any court of competent jurisdiction, restraining any such
breach or threatened or reasonably anticipated breach of the Restrictive Covenants by Executive, or by Executive’s employer,
employees, partners, or agents, or by any entity by or through which Executive directly or indirectly is engaging in or attempting
the actions which violate the Restrictive Covenants without proof of any actual damages that have been or may result to the Company
by such breach or threatened or reasonably anticipated breach and without the necessity of posting a bond or other security. This
right to pursue injunctive relief shall be cumulative and in addition to any and all other remedies the Company may have, including,
specifically, recovery of damages.


 


4.8. Extension of
Restricted Period for Injunctive Relief. If Executive violates the Restrictive Covenants and the Company brings legal action
for injunctive or other relief under Section 4.7, the Company shall not be deprived of the benefit of the full period of
the Restrictive Covenants as a result of the time spent by the Company in obtaining such relief. Accordingly, the Restricted Period
shall be tolled for the duration of any period during which the Company seeks and obtains such relief from a court of competent
jurisdiction or for a time period equal to the period during which Executive was in violation of the Restrictive Covenants, whichever
is longer.


 


4.9. Reasonableness
of Restrictions. Executive expressly acknowledges and agrees that the Restrictive Covenants are reasonable as to scope, geography,
and time. Executive further agrees that the Restrictive Covenants shall be construed in such a manner as to be enforceable under
applicable laws if a court of competent jurisdiction determines that a more limited scope, geography, or time period is required.
Without limitation on the generality of this Section 4, in the event the tribunal conducting such proceeding determines
that the Restrictive Covenants do not meet the requirements of applicable law, then the Company and Executive agree that the Company
is deemed to have requested that this Agreement be modified, amended, or reformed by the tribunal for purposes of best effectuating
the purposes of this Agreement and as needed to be reasonable and enforceable under applicable law.


 




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4.10. Notice to
Third Parties. Executive expressly agrees to notify any prospective employer or affiliate in a business competitive with the
Company of the Restrictive Covenants, and authorizes the Company to make contact with, and discuss the nature and obligations of
the Restrictive Covenants with, any person or affiliate reasonably believed by the Company to be engaged or about to be engaged
in an act that would constitute a violation of the Restrictive Covenants. Notwithstanding anything to the contrary in this Agreement,
including but not limited to the terms of this Section 4, the Company authorizes Executive to provide any prospective employer
or affiliate in a business competitive with the Company with a copy of the Restrictive Covenants during the Restricted Period.


 


4.11 Additional Notices. Executive
represents that he has notified the Company’s Chief Executive Officer of (i) any and all engagements, assignments, or other
obligations existing as of the Effective Date that relate to Executive providing services to or for the benefit of any person or
entity other than the Company or would prohibit or interfere with Executive’s ability to provide services to the Company
as contemplated by this Agreement, and (ii) any and all advisory or board positions relating to Executive that are not already
referenced in the prospectus relating to the I.P.O. Executive has also provided the Company’s Chief Executive Officer with
a schedule of when any such engagements and assignments will be completed and closed. In addition, Executive has released himself
of any competitive assignments, engagements and obligations, and of any advisory contracts with other oncology biotechnology or
pharmaceutical companies, as of the Effective Date.


 


4.12 Application of Section 4. This
Section 4 shall survive the end of Executive’s employment with the Company and any termination of this Agreement,
and it shall apply regardless of the reasons for Executive’s termination of employment, whether during or after the Term,
and Executive agrees to abide by this Section 4 irrespective of whether Executive contends that the Company breached this
Agreement. In the event that, prior to the end of the Restricted Period, Executive breaches any of his obligations under Section
4, the Company’s obligations to provide the Severance Pay or any other payments under this Agreement shall thereupon
immediately cease.


 


5. Arbitration.


 


5.1. Arbitration
of Claims. Executive and the Company agree that all claims, demands, causes of action,
disputes, controversies, or other matters in question (“Claims”), whether arising out of this Agreement
or the Executive’s service (or termination from service) with the Company, whether arising in contract, tort, or otherwise
and whether provided by statute, equity, or common law, shall be resolved exclusively by binding arbitration. The arbitration will
be held under the auspices of the American Arbitration Association (“AAA”). The Company and the Executive
agree that, except as provided in this Agreement, any arbitration shall be in accordance with the Federal Arbitration Act (“FAA”)
and, to the extent an issue is not addressed by the FAA, with the then-current rules of the AAA. Any arbitration commenced pursuant
to this Agreement shall be conducted by a single neutral arbitrator, who shall have a minimum of three years of employment arbitration
experience (the “Arbitrator”). The Arbitrator shall apply the substantive law of Texas (excluding choice-of-law
principles that might call for the application of some other jurisdiction’s law) or federal law, or both as applicable to
the claims asserted. The results of arbitration will be binding and conclusive on the Parties hereto. The Parties agree that the
costs of arbitration, Arbitrator’s fees, and all attorneys’ fees will be borne by the Party who or which does not substantially
prevail in the arbitration, as determined by the Arbitrator. The Parties agree that venue for arbitration will be: (i) at such
location in the State of Texas as the Parties may mutually agree upon; (ii) the city where the Company’s headquarters are
then located; or (iii) at such other location as may be mutually agreed upon by the Parties. Any and all of the Arbitrator’s
orders, decisions, and awards may be enforceable in, and judgment upon any award rendered by the Arbitrator may be confirmed and
entered by, any federal or state court having jurisdiction.


 




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5.2.
Administrative Actions. Except as otherwise provided in this Agreement or as otherwise required under applicable law, the
Parties agree not to initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination
to the Equal Employment Opportunity Commission, or a similar fair employment practices agency, or an administrative charge within
the jurisdiction of the National Labor Relations Board) in any way related to any Claim covered by this Agreement. Responding to
any administrative charge of discrimination, or similar fair employment practices agency, or an administrative charge within the
jurisdiction of the National Labor Relations Board shall not constitute a waiver of the right to arbitration under this Agreement.


 


5.3.
Exclusions. Claims for unemployment compensation benefits are not covered by this Section 5. Also not covered by this Section
5 are claims by the Company for Executive’s breach of any of the Restrictive Covenants. Executive acknowledges that the Company
will be irreparably harmed if Executive’s obligations in respect of the Restrictive Covenants are not specifically enforced
and that the Company would not have an adequate remedy at law in the event of a violation by Executive of his obligations. Therefore,
notwithstanding Section 5.1 above, Executive agrees and consents that the Company shall not be required to arbitrate disputes regarding
the obligations in respect of the Restrictive Covenants, and in addition to any other remedies at law or in equity that the Company
may have, including attorneys’ fees and related costs, the Company will be entitled to seek injunctive relief or any appropriate
decree of specific performance for Executive’s obligations in respect of the Restrictive Covenants. Initiation of or participation
in such judicial or administrative proceedings shall not constitute a waiver of the right to arbitrate any other Claims within
the scope of this Section 5.


 


5.4.
EXECUTIVE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE IS WAIVING ANY
OF EXECUTIVE’S RIGHT TO HAVE ANY CLAIM ALLEGED BY EXECUTIVE LITIGATED IN A COURT OR DECIDED BY A JURY. BY SIGNING THIS AGREEMENT,
EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE IS WAIVING ALL JUDICIAL RIGHTS TO APPEAL, AND THAT EXECUTIVE MAY BE COMPELLED TO
ARBITRATE UNDER APPLICABLE LAW.


 


6. Additional Provisions.


 


6.1. Governing Law.
This Agreement shall be construed, administered and enforced according to the laws of the State of Texas without regard to its
principles of conflict of laws.


 


6.2. Venue.
Subject to Section 5 above, the Parties hereto hereby irrevocably consent and agree that the exclusive venue for any action
brought with respect to this Agreement shall be in the state courts of Texas. The Parties further agree to submit to the exclusive
jurisdiction of the State of Texas with respect to any dispute, controversy or claim arising out of or in connection with this
Agreement.


 


6.3. Binding Effect;
Assignment. Subject to the restrictions contained herein, this Agreement shall be binding on and inure to the benefit of the
Parties, and their respective heirs, personal representatives, successors and assigns, and the Parties agree for themselves and
their heirs, personal representatives, successors and assigns, to execute any instruments in writing which may be necessary or
proper in carrying out the purposes of this Agreement. The Company may assign this Agreement to any entity that acquires all or
substantially all of the business or assets of the Company, provided that the Company will require any successor or assignee to
expressly assume and agree to perform this Agreement. This Agreement is not otherwise assignable without the prior written consent
of both Executive and the Company.


 




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6.4. Severability.
In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions
of this Agreement, and this Agreement shall be modified, amended, or reformed by the tribunal conducting such proceeding for the
purposes of best effectuating the purposes of this Agreement and as needed to be reasonable and enforceable under applicable law.


 


6.5. Waivers.
No waiver of any of the terms of this Agreement shall be valid unless signed by the party against whom such waiver is asserted.


 


6.6. Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day if sent by a
nationally recognized overnight courier; or (c) on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at
such other address for a party as shall be specified in a notice given in accordance with this Section 6.6):


 


	 	If to Company:	If to Executive:
	 	 	 
	 	Lantern Pharma Inc.	David Margrave
	 	1920 McKinney Ave, 7th floor	12 Royal Waters Drive
	 	Dallas TX 75201	San Antonio, TX 78248
	 	Attention:  Board of Directors	 




 


6.7. Counterparts.
A fax signature, email scanned signature, or electronic signature of this Agreement shall be as effective as an original ink signature.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective
and binding upon the Parties at such time as all of the signatories have signed a counterpart of this Agreement. All counterparts
so executed shall constitute one Agreement binding on the Parties.


 


6.8.
Review by Counsel. Each Party represents and warrants that this Agreement is the result of full and otherwise fair bargaining
over its terms following a full and otherwise fair opportunity to have this Agreement reviewed by such Party’s own separate
legal counsel.


 


6.9. Further Assurances.
Each Party agrees to execute all additional papers and documents and to take all additional actions reasonably requested by the
other Party in order to further evidence or reflect the agreements contained in this Agreement.


 


6.10. Headings and
Pronouns. The subject headings of the sections contained herein are inserted for convenience only and shall not be considered
in interpreting any term or provision hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the entities or persons referred to any require.


 


6.11. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties concerning the subject matter contained herein and supersedes
all prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to such subject
matter. No modification, amendment, change, or discharge of any term or provision of this Agreement shall be valid or binding unless
the same is in writing and signed by the Parties hereto.


 




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6.12. Attorneys’
Fees. In the event that a court of competent jurisdiction, or an arbitrator in accordance with the terms above, determines
that a Party breached the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s
fees and expenses in connection with having to enforce the terms of this Agreement.


 


6.13. Survivability.
The terms and provisions set forth in Sections 4, Section 5 and Section 6 shall survive and remain in full force
and effect following the termination of Executive’s employment for any reason.


 


6.14. Exhibits and
Annexes. Any additional provisions are set forth in Exhibit A, which is incorporated by reference.


 


Remainder of Page Intentionally Left
Blank. 


Signature Page(s) To Follow.


 




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IN WITNESS WHEREOF,
the Parties have executed this Agreement to be effective as of the Effective Date.


 


	 	COMPANY:
	 	 
	 	Lantern Pharma Inc.
	 	 
	 	By:	/s/ Panna Sharma
	 	 	President & CEO
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ David R. Margrave
	 	David R. Margrave




 


[Signature Page to Employment Agreement]


 




     


     


    

 


EXHIBIT A


 


I. Initial Base
Salary. The Company shall pay Executive an initial pre-tax base salary (“Initial Base Salary”) of
$300,000 (Three Hundred Thousand U.S. Dollars) per annum, less all applicable withholdings, with such Initial Base Salary to be
paid in accordance with the Company’s standard payroll practices.


 


II. Bonus.


 


(a) Executive will be eligible for a one-time
signing bonus of $32,500, with such bonus to be paid within the first three months after the Effective Date.


 


(b) In addition, Executive will be eligible
for an annual performance-based cash bonus of 10% (Ten Percent) of Executive’s applicable base salary during the annual period
with respect to which such bonus is being paid. Executive’s eligibility to receive the bonus will be subject to achievement
of operational and strategic milestones to be mutually agreed upon by the Company’s Board of Directors, CEO and the Executive
with respect to the applicable annual period to which the bonus relates. The milestones will be reviewed at Board meetings and
may be adjusted from time to time based on market conditions, competitive environment and Company progress.


 


III. Incentive
Equity.


 


(a) Effective at the
I.P.O., the Company will grant Executive an option to purchase 45,000 shares of the Company’s common stock pursuant to, and
in accordance with, the Amended and Restated Lantern Pharma Inc. Equity Incentive Plan (the “Plan”). The share amounts
referenced in the preceding sentence and in this Section IV are on a pre-split basis prior to giving effect to the forward stock
split contemplated to occur immediately prior to the I.P.O.


 


(b) Executive recognizes
that the exercise price of the options to be granted to Executive as described above shall be determined based on the price established
at the I.P.O. Executive further recognizes that shares issued to Executive upon exercise of any and all such options, shall be
subject to the terms and provisions of the Company’s organizational documents, to the terms and provisions of the Plan and
the related option grant documents, and to the terms and provisions of any existing voting agreements, investors’ rights
agreements, right of first refusal and co-sale agreements and agreements of similar nature that may be in existence at the time
any such options are exercised. Executive agrees to take all other actions and execute such further agreements or documents as
may be requested by the Company in order to further evidence or reflect Executive’s agreement to be bound by such voting
agreements, investors’ rights agreements, right of first refusal and co-sale agreements, and agreements of similar nature.


 


(c) The Company and Executive
further recognize that the equity incentive option grants and awards described in this Section IV are subject to the following
vesting schedule: 1/3 of the options granted will vest after six months from the grant date; the remaining 2/3 of the options granted
will vest monthly in equal increments starting on the seventh month after the I.P.O. date and ending on the 36th month
after the grant date. For clarification: 15,000 options will vest on the date six months after the option grant date, and an equal
1,000 options will vest on months 7 thru 36.


 


IV. Expenses.
Executive will be reimbursed by the Company for his reasonable, documented, out-of-pocket business expenses. These expenses will
be reimbursed consistent with the Company’s policy on expense reimbursement in effect from time to time.


 


 


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