Exhibit 10.16


 


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. (the “Company”), and KISHOR G. BHATIA (“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 Scientific Officer (CSO).


 


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 Scientific 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 a minimum of 20 hours per
week to the scientific, clinical and therapeutic development operations, 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.


 






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


 


2.4
Benefits. Executive will not be eligible to participate in the health insurance, vacation, and other employee benefit plans
and programs generally provided by the Company to its full-time employees.


 


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.


 


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


 






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(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.


 


(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.


 






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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.


 


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.


 






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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 New Jersey 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.	KISHOR BHATIA
	1920 McKinney Ave, 7th floor	8305 Governor Kent Terrace
	Dallas TX 75201	Ellicott City, Maryland 21043
	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.


 




     


     


    

 


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/
    Kishor G. Bhatia 
	 	KISHOR
    G. BHATIA


 


[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 $100,000 (One 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 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, scientific and strategic milestones to be mutually agreed upon by the CEO and the Executive with
respect to the applicable annual period to which the bonus relates. The milestones will be reviewed at 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 IPO, the Company will grant Executive an option to purchase 30,000 shares of the Company’s common stock
pursuant to, and in accordance with, the Amended Lantern Pharma Inc. Equity Incentive Plan (the “Plan”).


 


(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 IPO. 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 approximately equal increments starting on the seventh month after the IPO date
and ending on the 36th month after the grant date. For clarification: 10,000 options vested on the date of six months
after the option grant date, and an equal 666 options will vest on months 7 thru 35 and 686 options will vest on month 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.