EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by Microlin Bio, Inc., a Delaware corporation with its
principal business address at 302A West 12th Street Suite 114 New York, NY 10014 (the “Company”),
and Joseph Hernandez, an individual residing at 635 West 42nd Street Apt. 11K (the “Executive”)
July 15th, 2013 (the “Commencement Date”).


 


The
Company desires to employ the Executive, and the Executive desires to be employed by the Company. In consideration of the mutual
covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties agree as follows:


 


1.           Employment.
The Company hereby agrees to employ the Executive, and the Executive hereby accepts employment with the Company, subject to the
terms and conditions herein set forth.


 


2.           Term
of Employment. The term of the Executive’s employment hereunder shall commence on the Commencement Date and,
unless sooner terminated in accordance with the provisions of Section 5 hereof, end four 4) years after the Commencement Date
(such four (4) year term being referred to as the “Initial Term”). Notwithstanding anything to the contrary
contained in the preceding sentence, this Agreement shall be automatically renewed for successive one-year terms (each such one-year
term a “Renewal Term”), unless sooner terminated in accordance with the provisions of Section 5 hereof, or
unless either party gives to the other party written notice of intent not to renew the Agreement at least sixty (60) days prior
to the end of the Initial Term or any Renewal Term. For the purposes of this Agreement, the Initial Term and each Renewal Term
shall collectively be referred to as the “Employment Period.”


 


3.           Title
and Capacity. 


 


3.1           During
the Employment Period, the Executive shall serve as Executive Chairman and Chief Executive Officer and Board Member of the Company.
The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the Board
of Directors of the Company (the “Board”).


 


3.2           The
Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and
such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive
agrees to devote substantially all the Executive’s working time and business attention to the business and interests of
the Company during the Employment Period. Notwithstanding the forgoing, the Executive
may continue to serve in existing board positions, including as Chairmanship roles for the companies
listed in Annex A provided that the time Executive spends on such obligations does not interfere with his role at the Company
The Executive agrees to abide by all reasonable rules, regulations, instructions, personnel practices and policies of the
Company and changes therein which may be adopted from time to time by the Company, once the Company provides written copies of
all such rules, regulations, instructions, personnel practices and policies to the Executive.


 




    	 



    	 



    

 


4.           Compensation
and Benefits.


 


4.1           Salary.
The Company shall pay the Executive an annual salary of $460,000, to be paid in accordance with the Company’s payroll practices
commencing immediately at the Commencement Date and continuing for the duration of the Employment Period (“Annual Salary”).
The Executive shall be subject to Annual Salary review by the Board.


 


4.2           Incentive
Unit Awards. The Executive shall receive a grant of [______]1
Units in the Company (the “Units”) in accordance with an Incentive Units Agreement to be entered into
by the Company and Executive in substantially the form attached hereto as Annex B (the “Incentive Units Agreement”).
The Units will be subject to the terms and conditions of the Incentive Units Agreement.


 


4.3           Yearly
Bonus. Each calendar year during the Employment Period, the Executive shall be eligible to receive a performance-based cash
bonus as determined by the Board in good faith (the “Annual Bonus”) and estimated to be equivalent to fifty
percent (50%) of the Executive’s Annual Salary. The amount, if any, of such Annual Bonus for each such calendar year shall
be determined based upon the Company’s attainment of reasonable performance goals approved by the Board in its sole discretion.
Each such Annual Bonus shall be payable in a lump sum cash amount during the calendar year following the year for which such Annual
Bonus is earned.


 


4.4           Fringe
Benefits. The Executive shall be entitled to Life and Disability insurance
coverage and participate in all benefit programs that the Company establishes and makes available to its employees to the extent
that Executive’s position, tenure, salary, age, health and other qualifications make the Executive eligible to participate.
In addition, the Company will reimburse the Executive for the out of pocket cost for supplemental Life and Disability Insurance
premiums in an amount not to exceed $10,000 per year.


 


4.5           Vacation
and Leave. Each calendar year during the Employment Period, the Executive shall be entitled to eight (8) weeks paid vacation
time pursuant to the Company’s policies applicable to senior executives of the Company, as in effect from time to time.
Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.


 


4.6           Reimbursement
of Expenses. The Company shall reimburse the Executive for all reasonable travel, entertainment and other expenses incurred
or paid by the Executive in connection with, or related to, the performance of the Executive’s duties, responsibilities
or services under this Agreement, upon presentation by the Executive of documentation, expense statements, vouchers, and such
other supporting information as the Company may request, or as may be consistent with standard Company practices.


 





 



1
Note: Number is intended to represent 1.5% of the outstanding equity interests
of the Company on the date of this Agreement 


 




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5.           Employment
Termination. The employment of the Executive by the Company pursuant to this Agreement shall terminate upon the occurrence
of any of the following:


 


5.1           Expiration
of the Employment Period in accordance with Section 2;


 


5.2           At
the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For the purposes of this
Section 5.2, “Cause” for termination shall be deemed to exist upon the occurrence of one or more of the following
events:


 


		(a)	a material
                                         breach of fiduciary duty or material breach of the terms of this Agreement or any other
                                         agreement between the Executive and the Company (including without limitation any agreements
                                         regarding confidentiality, inventions assignment and non-competition), which, in the
                                         case of a material breach of the terms of this Agreement or any other agreement, remains
                                         uncured for a period of sixty (60) days following receipt of written notice from the
                                         Board specifying the nature of such breach;



 


		(b)	the
                                         commission by the Executive of any act of embezzlement, fraud, larceny or theft on or
                                         from the Company;



 


		(c)	substantial
                                         and continuing neglect or inattention by the Executive of the duties of the Executive’s
                                         employment, refusal to perform the lawful and reasonable directives of the Board or the
                                         willful misconduct or gross negligence of the Executive in connection with the performance
                                         of such duties which remains uncured for a period of sixty (60) days following receipt
                                         of written notice from the Board specifying the nature of such breach;



 


		(d)	the
                                         commission by the Executive of any crime involving moral turpitude or a felony; and



 


		(e)	the
                                         Executive’s performance or omission of any act which, in the judgment of the Board,
                                         if known to the customers, clients, stockholders or any regulators of the Company, would
                                         have a material and adverse impact on the business of the Company.



 


5.3           Upon
the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the inability
of the Executive, due to a physical or mental disability, to perform the essential functions contemplated under this Agreement.
A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if
the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these
two together shall select a third physician, whose determination as to disability shall be binding on all parties. In the event
the Executive experiences a disability, the Executive’s employment with the Company shall terminate effective on the later
of the 30th day after receipt of such notice by the Executive, the date specified in such notice, or such longer period
required by law, if later, provided that within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of his duties.


 




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5.4           At
the election of the Executive, upon not less than thirty (30) days prior written notice of termination for Good Reason (as defined
below). For purposes of this Agreement, “Good Reason” shall mean any of the following:


 


		(a)	a material
                                         breach of this Agreement by the Company;



 


		(b)	a material
                                         and substantial reduction of the Executive’s responsibilities that is inconsistent
                                         with the Executive’s status as a senior executive of the Company; or



 


		(c)	the
                                         requirement by the Company that the Executive perform any act or refrain from performing
                                         any act that would be in violation of applicable law.



 


However,
none of the foregoing events or conditions will constitute Good Reason unless: (x) the Executive provides the Company with written
objection to the event or condition within 90 days following the occurrence thereof, (y) the Company does not reverse or otherwise
cure the event or condition within 30 days of receiving that written objection, and (z) the Executive resigns his
employment within 30 days following the expiration of that cure period.


 


5.5           At
the election of the Executive, upon not less than thirty (30) days prior written notice of termination other than for Good Reason;
or


 


5.6           At
the election of the Company, otherwise than for Cause as set forth in Section 5.2 above, upon written notice of termination.


 


6.           Effect
of Termination.


 


6.1           Termination
by the Company for Cause or at the Election of the Executive Other than for Good Reason. If the Executive’s employment
is terminated for Cause pursuant to Section 5.2, or at the election of the Executive other than for Good Reason pursuant to Section
5.5, the Company shall pay to the Executive the Annual Salary through the date of such termination not theretofore paid and any
amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs or arrangements
under Sections 4.4, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans,
programs or arrangements.


 


6.2           Termination
for Death or Disability. If the Executive’s employment is terminated by death or because of disability as determined
pursuant to Section 5.3, then the Executive or, as applicable, his estate or other legal representative, shall be entitled to
receive the amounts described in Section 6.1, including any amount arising from the Executive’s participation in, or benefits
under, any employee benefit plans, programs or arrangements provided pursuant to Section 4.4 (including without limitation any
disability or life insurance benefit plans, programs or arrangements), which amounts shall be payable in accordance with the terms
and conditions of such employee benefit plans, programs or arrangements.


 




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6.3           Termination
at the Election of the Company Other Than For Cause or the Executive for Good Reason. If on or after the effective date, the
Executive’s employment is terminated pursuant to Section 5.6 at the election of the Company other than for Cause, or pursuant
to Section 5.4 by the Executive for Good Reason (but not by reason of the Executive’s death, disability, termination by
the Company for Cause or termination by the Executive without Good Reason), then, in addition to the payments described in Section
6.1, and subject to Sections 6.4 and 6.5, on or before the 60th day following the date of termination, the Company
shall continue to pay to the Executive severance payment in the amount equal to
twenty four (24) months ofthe Executive’s Annual Salary as in effect immediately prior to the date of termination, payable
in a lump sum. 


 


6.4           Section
409A. (a) Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section
6.3 unless the Executive’s termination of employment constitutes a “separation from service” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and U.S. Department of Treasury
regulations and other interpretive guidance thereunder (“Section 409A”) and unless, on or prior to the 60th
day following Executive’s date of termination (A) the Executive executes a waiver and release of claims agreement
in the Company’s customary form which is reasonably satisfactory to both the Company and the Executive and (B) such waiver
and release of claims agreement shall become effective prior to such 60th day; and (ii) if the Executive is deemed
at the time of his separation from service to be a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits
to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i)
of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of
(A) the expiration of the six-month period measured from the date of the Executive’s “separation from service”
with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of
Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 6.4(ii) shall be paid
in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.


 


(b)          To
the extent that any reimbursement of any expense under Sections 4.6, or 6.1 or in-kind benefits provided under this Agreement
are: (1) deemed to constitute taxable compensation to the Executive and (2) otherwise deductible under Section 162 or 167 as business
expenses incurred in connection with the performance of Executive’s services, such amounts will be reimbursed or provided
no later than December 31 of the year following the year in which the expense was incurred. The amount of any such expenses reimbursed
or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment
in any subsequent year, the Executive’s right to such reimbursement or payment of any such expenses will not be subject
to liquidation or exchange for any other benefit, and the Executive may not, directly or indirectly, designate the calendar year
of payment. No acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive shall occur
unless and to the extent permitted by Section 409A. The determination of whether the Executive is a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation
from service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder
(including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).


 




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7.           Restrictive
Covenants.


 


7.1           Confidentiality.  The
Executive agrees that he will not during the Employment Period or for a period of twelve (12) months thereafter divulge to anyone
(other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential
nature relating to the business of the Company, including, without limitation, trade secrets, business strategies, marketing and
distribution plans as well as ideas, proposals, and plans described in Section 7.2 below. The Executive further agrees that he
will not disclose, publish or make use of any such knowledge or information of a confidential nature (other than in the performance
of the Executive’s duties hereunder) without the prior written consent of the Company. This provision does not apply to
information which becomes available publicly without the fault of the Executive or information which the Executive is required
to disclose in legal proceedings, provided the Executive gives advance written notice to the Board and an opportunity to for the
Company to resist such disclosure.


 


7.2           Intellectual
Property.  During the Employment Period, the Executive will disclose to the Company all ideas, proposals,
and plans invented or developed by the Executive which relate directly or indirectly to the business of the Company or any of
its subsidiaries or affiliates including, without limitation, any ideas, proposals and plans which may be copyrightable, trademarkable,
patentable or otherwise exploitable. The Executive agrees that all such ideas, proposals, and plans are and will be the property
of the Company. The Executive further agrees, at the Company’s request, to do whatever is necessary or desirable to secure
for the Company the rights to said ideas, proposals, and plans, whether by copyright, trademark, patent or otherwise and to assign,
transfer and convey the rights thereto to the Company.


 


7.3           Non-Solicitation.
The Executive further agrees that during the Employment Period and for a period of twelve (12) months thereafter, the Executive
will not (i) encourage, induce, attempt to induce, solicit, attempt to solicit or hire any employee, consultant or contractor
to leave his or his employment or engagement with Company or any affiliate of Company or (ii) intentionally divert or take advantage
of any actual or potential business opportunities of Company or its affiliates in which the Company or its affiliates have a current
interest or expectancy, or solicit or induce any customer, client, subscriber or supplier of the Company or its affiliates to
change its relationship with the Company or its affiliates, or establish any relationship with the Executive for any business
purpose related to the Restricted Business, or otherwise interfere with the Company’s business or its relationship or prospective
relationship with any person or entity that is, was or is expected to become a customer or client of the Company or its affiliates.


 


7.4           Non-Compete.
In consideration of the Company’s agreements herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Executive agrees, in addition to any other obligation imposed by this Section 7, that he
will not, during the Employment Period and for a period of twelve (12) months thereafter (the “Non-Compete Period”),
engage directly or indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise,
in any business directly or indirectly that competes with the
Restricted Business, anywhere in the United States or Canada where the Company is engaged in business as of the date of termination.
The Executive specifically acknowledges that he is of special, unique and extraordinary value to the Company and that as a key
executive of the Company, he has access to all confidential information, trade secrets, and the like, of the Company, and that
in view of the foregoing, the restrictions imposed by this Section 7.5 are reasonably necessary to protect the Company against
unfair competition by the Executive and are not unduly burdensome to the Executive.


 




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7.5           Non-Disparagement.
At all times during the Employment Period and thereafter (regardless of how the Executive’s employment was terminated),
both the Executive and Company shall not, directly or indirectly, make (or cause to be made) to any person any disparaging, derogatory
or other negative or false statement about the Executive or Company (including its products, services, policies, practices, operations,
employees, sales representatives, agents, officers, members, managers, partners or directors).


 


7.6           Injunctive
Relief. The Executive and the Company recognizes and acknowledges that a breach of the covenants contained in Section
7 will cause irreparable damage to Company or Executive and its goodwill, the exact amount of which will be difficult or impossible
to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive and Company agrees
that in the event of a breach of any of the covenants contained in Section 7, in addition to any other remedy which may be available
at law or in equity, the Company or Executive will be entitled to specific performance and injunctive relief.


 


7.7           Interpretation.
In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive
in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action. As used in this Section 7, the term “Company”
shall include the Company and its direct or indirect subsidiaries, if any.


 


8.           Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon delivery personally,
by facsimile with proof of completed transmission or by overnight mail with proof of receipt, or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at
such other address or addresses as either party shall designate to the other in accordance with this Section 8.


 


9.           Pronouns.
Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.


 


10.         Entire
Agreement. This Agreement and the exhibits hereto constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.


 


11.         Amendment.
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.


 




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12.         Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New York,
without regard to its conflict of laws principles.


 


13.         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors
and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or
business, provided, however, that the obligations of the Executive are personal and shall not be assigned by the Executive.


 


14.         Arbitration.
The parties agree that any controversy, claim, or dispute arising out of or relating to this Agreement, or the breath thereof,
or arising out of or relating to the employment of the Executive, or the termination thereof, including any claims under federal,
state, or local law, shall be resolved by arbitration in New York, New York, in accordance with the Employment Dispute Resolution
Rules of the American Arbitration Association. The parties agree that any award rendered by the arbitrator shall be final and
binding, and that judgment upon the award may be entered in any court having jurisdiction thereof. EACH OF THE PARTIES HERETO
HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


15.         Indemnification.
The Company shall indemnify and save harmless the Executive for any liability incurred by reason of any act or omission performed
by the Executive while acting in good faith on behalf of the Company and within the scope of the authority of the Executive pursuant
to this Agreement and to the fullest extent provided under the Bylaws, the Certificate of Incorporation and the General Corporation
Law of the State of Delaware, except that the Executive must have in good faith believed that such action was in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
that such conduct was unlawful.


 


16.         Cooperation
with the Company after Termination of Employment. Following termination of Executive’s employment for any reason,
Executive shall fully cooperate with the Company in all matters relating to the winding up of the Executive’s pending work
on behalf of the Company including, but not limited to, any litigation in which the Company is involved, and the orderly transfer
of any such pending work to other employees of the Company as may be designated by the Company. Following any notice of termination
of employment by either the Company or the Executive, the Company shall be entitled to such full time or part time services of
Executive as the Company may reasonably require during all or any part of the fifteen (15)-day period following any notice of
termination, provided that Executive shall be compensated for such services at the same rate as in effect immediately before the
notice of termination.


 


17.         Miscellaneous.


 


17.1         No
delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed
as a bar or waiver of any right on any other occasion.


 




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17.2         The
captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope
or substance of any section of this Agreement.


 


17.3         In
case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.


 


17.4         This
Agreement is effective as of the date of execution of this Agreement, will survive Executive’s employment with the Company,
and does not in any way restrict Executive’s right or the right of the Company to terminate Executive’s employment.


 


17.5         Each
party certifies and acknowledges that he or it has carefully read all of the provisions
of this Agreement and that he or it understands and will fully and faithfully comply
with its provisions.


 


17.6         The
Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding
or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel
if any questions as to the amount or requirement of withholding shall arise.


 


17.7         Section
409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance
with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A, including without limitation
any such regulations or other guidance that may be issued after the Commencement Date. Notwithstanding any provision of this Agreement
to the contrary, in the event that the Company determines that any compensation or benefits payable or provided hereunder may
be subject to Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for
failure to do so) to adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (a) exempt the compensation
and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and
benefits provided with respect to this Agreement or (b) comply with the requirements of Section 409A


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.


 


	 	MICROLIN BIO, INC.
	 	 	 
	 	By:	/s/ Joseph Hernandez


 


	 	EXECUTIVE:
	 	 
	 	/s/ Joseph Hernandez
	 	Joseph Hernandez


 


[Signature
Page to Employment Agreement]


 




    	 



    	 



    

 


Annex
A


 


 


1. Bota-Nik, LLC


2. VitaBar, LLC


3. Mariel Advisors,
LLC


4. Prolias Technologies,
INC 


 




    	 



    	 



    

 


Annex
B


 


Incentive
Units Agreement