EXHIBIT
10.1


 


Faith
Zaslavsky


 


Dear
Faith:


 


I
am delighted to confirm the verbal offer of employment by Theralink Technologies, Inc. (“Theralink” or the “Company”)
extended to you on October 19, 2022. Your position will be as President & COO reporting directly to the CEO, Mick Ruxin, M.D.
in Golden, Colorado starting on December 5, 2022. Unless otherwise agreed to in writing, you shall render the services at the Company’s
RPPA Laboratory in Golden, Colorado, a minimum of 80% of the work week, unless travel is required to support the organizations growth
and development.


 


Salary
and Benefits


 


Your
starting compensation will be $400,000/year, which will be paid in accordance with the company’s pay schedule, subject to any legally
permissible deductions. Upon the creation of a new equity incentive plan of the Company or an increase in the number of shares available
under the existing equity incentive plan, you will be granted 150,000,000 employee stock options vesting at 20% per year beginning upon
your start date. These options will have a strike price at the closing price of Theralink stock (THER) on the day that the Board of Directors
approves your stock option package. You will also be eligible to receive a bonus of up to 35% of your annual salary per year, based on
achievable milestones that you and Theralink’s CEO have agreed upon, such milestones to be in writing within 90 days of your beginning
of your employment. You will not be eligible for a bonus for the 2022 calendar year. Your bonus will not be earned and accrued until
the Board of Directors awards your bonus, and you must be employed on that date to be eligible to receive the bonus.


 


The
Company will also reimburse you for all reasonable out-of-pocket expenses incurred in the performance of your services, including expenses
with respect to pre-approved travel, which are incurred in accordance with the Company’s travel policy. Such expenses shall be
payable to you within thirty (30) days after the Company’s receipt of the invoice covering the expenses. The Company shall have
no obligation to compensate you for services rendered or expenses incurred after termination of your employment; provided, that such
termination shall not relieve the Company of its obligations to reimburse you for such expenses and salary incurred in accordance with
the terms hereof prior to such termination.


 


You
will be eligible to participate in the Company’s health and welfare benefit plans at the same rate of employer contribution as
other employees, including health and dental insurance. Once a 401(K) plan is formed, which is targeted for 2023, you will be eligible
to participate in the Company’s 401(k) plan. The Company shall have the right, from time to time and in its sole discretion, to
modify and amend all plans and benefits provided to its employees.


 


Additional
information about the Company’s benefits will be provided to you under separate cover, when completed.


 




    	 



     


    

 


You
will be eligible for 20 days of paid time off (PTO) annually, which you will begin accruing on your start date. Your PTO includes six
(6) days of sick leave. PTO, for vacation, sick or personal leave, is subject to the terms of the Company’s paid time off policies
and procedures.


 


Restrictive
Covenant Agreement


 


As
an employee of the Company, it is likely that you will become knowledgeable about confidential and/or proprietary information related
to the operations, products and services of the Company and its clients. Similarly, you may have confidential or proprietary information
from prior employers that should not be used or disclosed to anyone at the Company. Therefore, you will be required to read, complete
and sign the Company’s standard Confidentiality and Proprietary Rights Agreement, a copy of which was provided to you more than
14 days before receiving this Offer Letter and a copy of which is re-attached as Appendix B (“Proprietary Agreement”) and
return it to the Company on or prior to your Employment Start Date.


 


While
you are employed by the Company and twenty-four (24) months thereafter, you will not, and will cause each of your controlled affiliates
not to, directly or indirectly, (i) acquire, own, manage, operate, join, control, participate in the ownership, management, operation
or control of or engage in, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any
manner with, including, without limitation, as a partner or through stock ownership in, any business or person that engages anywhere
in the United States of America (the “Restricted Territory”) in the Business (as defined hereinafter) or (ii) become
employed by or otherwise render personal services to any person in the Business; provided, however, that you and your controlled affiliates
shall not be prohibited from owning up to five percent (5%) of the outstanding stock of a company that is publicly traded on a national
securities exchange or in the over-the-counter market so long as you or such affiliate, as applicable, has no active participation in
connection with the business of such corporation. As used herein, “Business” means a medical diagnostics company or
any company that has a reverse phase protein array (“RPPA”) laboratory, or any company that contracts with a company that
has an RPPA laboratory, which is used to develop biomarker and diagnostic tests for patient management and/or biopharma or pharmaceutical
research.


 


During
your employment and twenty-four (24) months thereafter, you will not, and will cause each of your controlled affiliates not to,
directly or indirectly, induce or attempt to induce (whether for their own account or for the account of any other person) any individual
that is an employee of the Company to leave the employ of the Company; provided, however, that nothing herein will prohibit any such
party from: (i) using general solicitations (including through search firms) not targeted at employees of the Company, or employing any
person who responds to such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently
without any solicitations by such party.


 


During
your employment and twenty-four (24) months thereafter, you will not, and will cause each of your controlled affiliates not to,
directly or indirectly, knowingly induce or attempt to induce any customer, supplier, licensee or other business relation of the Company
to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee
or business relation and the Company.


 




    	 



     


    

 


The
obligations set forth above shall be construed as a series of separate covenants, one for each country, province, state, city or other
political subdivision of the Restricted Territory. If any of such separate covenants (or any part thereof) is deemed invalid or unenforceable,
you and the Company agree that such invalid or unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent
necessary to permit the remaining separate covenants (or portions thereof) to be enforced. If any of the provisions set forth above are
deemed to exceed the time, geographic or scope limitations permitted by applicable law, you and the Company agree that such provisions
shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.


 


Employee
acknowledges that she will have access to the Company’s trade secrets, and that each of the restrictions contained in this Offer
Letter and Company’s standard Confidentiality and Proprietary Rights Agreement are designed to protect the Company’s trade
secrets, and reasonable and necessary for the protection of the Company’s trade secrets. Employee further acknowledges that she
is earning an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers,
as the terms in that phrase are defined in Colorado Revised Statutes 8-2-113. Employee further acknowledges that the definition of “Company
Confidential Information” in this Offer Letter and Company’s standard Confidentiality and Proprietary Rights Agreement does
not prohibit disclosure of information that arises from Employee’s general training, knowledge, skill or experience, whether gained
on the job or otherwise, information that is readily ascertainable to the public, or information that Employee otherwise has a right
to disclose as legally protected conduct. Employee further acknowledges that the Company provided her with a copy of the Company’s
standard Confidentiality and Proprietary Rights Agreement before she accepted the Company’s offer of employment and that she is
not accepting the terms of this Offer Letter and Company’s standard Confidentiality and Proprietary Rights Agreement for at least
the fifteenth day after Employee received these documents. Employee has received and signed a separate notice advising that she was informed
that the offer of employment was conditioned upon executing the restrictive covenants contained in the Offer Letter and Company’s
standard Confidentiality and Proprietary Rights Agreement.


 


No
Conflict of Interest or Other Agreements


 


This
offer is contingent upon there being no contractual impediments or obligations which would restrict your acceptance of this offer. In
addition, this offer is made with the understanding that you will not bring with you to the Company confidential or proprietary information
belonging to any of your previous employers and that you will refrain from disclosing to us, or using while employed by us, any such
confidential or proprietary information. Furthermore, you are expected to comply with any non-disclosure, non-compete, non-solicitation
and other provisions of agreements with your previous employers.


 




    	 



     


    

 


At-Will
Employment


 


Your
employment with the Company will be “at-will” and shall continue only so long as continued employment is mutually agreeable
to you and to the Company. Either you or the Company can terminate the employment relationship at any time, for any reason or no reason
at all, with or without notice. The aforementioned statements of Company policy, practices, and benefits do not constitute the terms
of an employment contract, either expressed or implied, for any specific duration. Further, the Company maintains the right to change
its policies and procedures without notice.


 


Choice
of Law


 


The
internal laws of the State of Colorado, irrespective of its conflict of laws principles, will govern the validity of this Agreement.


 


General
Provisions


 


This
Agreement and the documents referenced herein: (a) are the only agreements between you and the Company concerning the subject matter
hereof and supersede any such prior agreement between us, (b) may only be amended or waived in a writing signed by the parties hereto
and (c) may not be assigned by either party without the prior written consent of the other.


 


This
Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of
which together shall constitute one instrument. A signed counterpart delivered by facsimile, email, or other means of electronic transmission
shall have the same effect as an original.


 


This
offer is conditioned upon your: (1) completing and returning the Form W-4; (2) satisfactory completion of the Form I-9 and (3) results
of your drug test and background check being satisfactory to the Company in its sole and absolute discretion.


 


Please
feel free to contact me with any questions or concerns that you may have regarding this Letter, our benefits package, or any of the terms
and conditions of your employment. The terms contained in this Letter supersede all prior understandings, agreements, or representations
by or among the parties, whether written or oral, which may have related to your employment with the Company.


 


We
are thrilled to have you join our team. Our company strives to create a work environment that supports its staff and that focuses on
bringing actionable medical information to the market benefitting as many lives as possible. Based on our interactions with you thus
far, we know that you’ll provide significant contributions that will help us meet our goals.


 


	Sincerely,	 
	 	 
	/s/
    Mick Ruxin, M.D.	 
	Mick
    Ruxin, M.D.	 
	CEO,
    Theralink Technologies, Inc.	 


 


	Employee
    Acceptance of Conditional Job Offer	 
	 	 
	/s/
    Faith Zaslavsky	 
	Faith
    Zaslavsky	 
	December
    5, 2022	 


 




    	 



     


    

 





Appendix
A


 


Appendix
B


 


Confidentiality
and Proprietary Rights Agreement


 


This
Employee Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into by and between Theralink Technologies,
Inc., a Nevada corporation, (the “Employer”) and Faith Zaslavsky (the “Employee”) (the Employer
and the Employee are collectively referred to herein as the “Parties”) as of the start date of your employment (the
“Effective Date”).


 


In
consideration of the Employee’s employment by the Employee, which the Employee acknowledges to be good and valuable consideration
for her obligations hereunder, the Employer and the Employee hereby agree as follows:


 


1.
Confidentiality and Security.


 


(a)
Confidential Information. The Employee understands and acknowledges that during the course of employment by the Employer, she
will have access to and learn about confidential, secret and proprietary documents, materials, data and other information, in tangible
and intangible form, of and relating to the Employer and its businesses and existing and prospective customers, suppliers, investors
and other associated third parties (“Confidential Information”). The Employee further understands and acknowledges
that this Confidential Information and the Employer’s ability to reserve it for the exclusive knowledge and use of the Employer
is of great competitive importance and commercial value to the Employer, and that improper use or disclosure of the Confidential Information
by the Employee will cause irreparable harm to the Employer, for which remedies at law will not be adequate and may also cause the Employer
to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages and
criminal penalties.


 


For
purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public,
in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods,
policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements,
transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software,
applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material,
sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records,
legal information, marketing information, advertising information, pricing information, credit information, design information, payroll
information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal
controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications,
algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original
works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists,
client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Employer or its
businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity
that has entrusted information to the Employer in confidence.


 


Employee
understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or
otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.


 


Employee
understands and agrees that Confidential Information developed by her in the course of her employment by the Employer shall be subject
to the terms and conditions of this Agreement as if the Employer furnished the same Confidential Information to the Employee in the first
instance. Confidential Information shall not include information that is generally available to and known by the public, provided that
such disclosure to the public is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf.
The Company acknowledges that any information regarding (i) any technology that is currently licensed or may be licensed in the future
that is in the public domain and (ii) the shall not be deemed to be Confidential Information under this Agreement.


 






    	 



     


    

 


Employee
acknowledges that she will have access to the Company’s trade secrets, and that each of the restrictions contained in this Agreement
are designed to protect the Company’s trade secrets, and reasonable and necessary for the protection of the Company’s trade
secrets. Employee further acknowledges that the definition of “Company Confidential Information” does not prohibit disclosure
of information that arises from Employee’s general training, knowledge, skill or experience, whether gained on the job or otherwise,
information that is readily ascertainable to the public, or information that Employee otherwise has a right to disclose as legally protected
conduct.


 


(b)
Disclosure and Use Restrictions. The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential;
(ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed,
published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer)
not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer
and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of the Employee’s
authorized employment duties to the Employer and only after execution of a confidentiality agreement by the third party with whom Confidential
Information will be shared or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and
then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use
any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information,
or remove any such documents, records, files, media or other resources from the premises or control of the Employer , except as required
in the performance of the Employee’s authorized employment duties to the Employer or with the prior consent of an authorized officer
acting on behalf of the Employer in each instance (and then, such disclosure shall be made only within the limits and to the extent of
such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that
the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Employee shall provide written
notice of any such order to an authorized officer of the Employer within 24 hours of receiving such order, but in any event sufficiently
in advance of making any disclosure to permit the Employer to contest the order or seek confidentiality protections, as determined in
the Employer’s sole discretion. In addition, this Section does not, in any way, restrict or impede the Employee from disclosing
information as permitted by law.


 


(c)
Duration of Confidentiality Obligations. The Employee understands and acknowledges that her obligations under this Agreement with
regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential
Information (whether before or after she begins employment by the Employer) and shall continue during and after her employment by the
Employer until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s
breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf and shall not continue
longer than 2 years from the Effective Date.


 


2.
Proprietary Rights.


 


(a)
Work Product. The Employee acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries,
ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or
reduced to practice by the Employee individually or jointly with others during the period of her employment by the Employer and relating
in any way to the business or contemplated business, research or development of the Employer (regardless of when or where the Work Product
is prepared or whose equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all
improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”),
as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual
property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions
with respect thereto, including all pending and future applications and registrations therefore, and continuations, divisions, continuations-in-part,
reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive
property of the Employer.


 






    	 



     


    

 


For
purposes of this Agreement, Work Product includes, but is not limited to, Employer information, including plans, publications, research,
strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications,
software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market
studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions,
unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications,
customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising
information, and sales information.


 


(b)
Work Made for Hire; Assignment. The Employee acknowledges that, by reason of being employed by the Employer at the relevant times,
to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire”
as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Employer. To the extent
that the foregoing does not apply, the Employee hereby irrevocably assigns to the Employer, for no additional consideration, the Employee’s
entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim
and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto
throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Employer’s rights, title or
interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Employer would have had in
the absence of this Agreement. However, the Employer, in its sole and absolute discretion, may provide a bonus to the Employee for the
Employee’s exemplary contribution to any Work Product or Intellectual Property, which may be developed during her employment.


 


(c)
Further Assurances; Power of Attorney. During and after her employment, the Employee agrees to reasonably cooperate with the Employer
at the Employer’s expense to (i) apply for, obtain, perfect and transfer to the Employer the Work Product and Intellectual Property
Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same, including, without limitation,
executing and delivering to the Employer any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents
and instruments as shall be requested by the Employer. The Employee hereby irrevocably grants the Employer power of attorney to execute
and deliver any such documents on the Employee’s behalf in her name and to do all other lawfully permitted acts to transfer the
Work Product to the Employer and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein,
to the full extent permitted by law, if the Employee does not promptly cooperate with the Employer’s request (without limiting
the rights the Employer shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and
shall not be affected by the Employee’s subsequent incapacity.


 


(d)
Moral Rights. To the extent any copyrights are assigned under this Agreement, the Employee hereby irrevocably waives, to the extent
permitted by applicable law, any and all claims the Employee may now or hereafter have in any jurisdiction to all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” with respect to all Work Product
and all Intellectual Property Rights therein.


 


(e)
No License. The Employee understands that this Agreement does not, and shall not be construed to, grant the Employee any license
or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software,
or other tools made available to her by the Employer.


 


3.
Security.


 


(a)
Security and Access. The Employee agrees and covenants (i) to comply with all Employer security policies and procedures as in
force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities
access, monitoring, key cards, access codes, Employer intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all
other Employer facilities, IT resources and communication technologies (“Facilities Information Technology and Access Resources”);
(ii) not to access or use any Facilities and Information Technology Resources except as authorized by Employer; and (iii) not to access
or use any Facilities and Information Technology Resources in any manner after the termination of the Employee’s employment by
the Employer, whether termination is voluntary or involuntary. The Employee agrees to notify the Employer promptly in the event she learns
of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering
of, or tampering with any Facilities and Information Technology Access Resources or other Employer property or materials by others.


 






    	 



     


    

 


(b)
Exit Obligations. Upon (i) voluntary or involuntary termination of the Employee’s employment or (ii) the Employer’s
request at any time during the Employee’s employment, the Employee shall (a) provide or return to the Employer any and all Employer
property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices,
computers, cell phones, smart phones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations,
work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives
and data and all Employer documents and materials belonging to the Employer and stored in any fashion, including but not limited to those
that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Employee, whether
they were provided to the Employee by the Employer or any of its business associates or created by the Employee in connection with her
employment by the Employer; and (b) delete or destroy all copies of any such documents and materials not returned to the Employer that
remain in the Employee’s possession or control, including those stored on any non-Employer devices, networks, storage locations
and media in the Employee’s possession or control.


 


4.
Publicity. Employer hereby agrees to use commercially reasonable efforts to obtain the consent of Employee (which consent will
not be unreasonably withheld) prior to any and all uses and displays, by the Employer and its agents, of the Employee’s name, voice,
likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings,
digital images, websites, television programs and advertising, other advertising, sales and marketing brochures, books, magazines, other
publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after
the period of her employment by the Employer, for all legitimate business purposes of the Employer (“Permitted Uses”).
Upon receipt of his, her or its consent to any Permitted Use, Employee hereby forever releases the Employer and its directors, officers,
employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any
legal or equitable theory whatsoever at any time during or after the period of her employment by the Employer, in connection with any
Permitted Use.


 


5.
Non-disparagement. The Employee agrees and covenants that she will not at any time make, publish or communicate to any person
or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Employer’s products
or services, and existing and prospective customers, suppliers, investors and other associated third parties, or make any maliciously
false statements about the Employer’s employees and officers. The Employer agrees and covenants that she will not at any time
make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements
concerning the Employee. Either party may make truthful statements about the other, if compelled by a governmental agency, court order,
legal proceeding, or otherwise required by law, without violating the non-disparagement requirements under this section.


 


6.
Acknowledgment. The Employee acknowledges and agrees that the services to be rendered by her to the Employer are of a special
and unique character; that the Employee will obtain knowledge and skill relevant to the Employer’s industry, methods of doing business
and marketing strategies by virtue of the Employee’s employment; and that the terms and conditions of this Agreement are reasonable
under these circumstances. The Employee further acknowledges that the amount of her compensation reflects, in part, her obligations and
the Employer’s rights under this Agreement; that she has no expectation of any additional compensation, royalties or other payment
of any kind not otherwise referenced herein in connection herewith; that she will not be subject to undue hardship by reason of her full
compliance with the terms and conditions of this Agreement or the Employer’s enforcement thereof; and that this Agreement is not
a contract of employment and shall not be construed as a commitment by either of the Parties to continue an employment relationship for
any certain period of time. Nothing in this Agreement shall be construed to in any way terminate, supersede, undermine or otherwise modify
the at-will status of the employment relationship between the Employer and the Employee, pursuant to which either the Employer or the
Employee may terminate the employment relationship at any time, with or without cause, with or without notice. Employee acknowledges
that she will have access to the Company’s trade secrets, and that each of the restrictions contained in this Agreement are designed
to protect the Company’s trade secrets, and reasonable and necessary for the protection of the Company’s trade secrets. Employee
further acknowledges that she is earning an amount of annualized cash compensation equivalent to or greater than the threshold amount
for highly compensated workers, as the terms in that phrase are defined in Colorado Revised Statutes 8-2-113. Employee further acknowledges
that the definition of “Company Confidential Information” in this Agreement does not prohibit disclosure of information that
arises from Employee’s general training, knowledge, skill or experience, whether gained on the job or otherwise, information that
is readily ascertainable to the public, or information that Employee otherwise has a right to disclose as legally protected conduct.
Employee further acknowledges that the Company provided her with a copy of the Company’s standard Confidentiality and Proprietary
Rights Agreement before she accepted the Company’s offer of employment and that she is not accepting the terms of this Agreement
for at least the fifteenth day after Employee received these documents. Employee has received and signed a separate notice advising that
she was informed that the offer of employment was conditioned upon executing the restrictive covenants contained in the Offer Letter
and Company’s standard Confidentiality and Proprietary Rights Agreement.


 






    	 



     


    

 


7.
Remedies. The Employee acknowledges that the Employer’s Confidential Information and the Employer’s ability to reserve
it for the exclusive knowledge and use of the Employer is of great competitive importance and commercial value to the Employer, and that
improper use or disclosure of the Confidential Information by the Employee will cause irreparable harm to the Employer, for which remedies
at law will not be adequate. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement,
the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity
of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary
damages or other available forms of relief.


 


8.
Successors and Assigns.


 


(a)
Assignment by the Employer. The Employer may assign this Agreement to any subsidiary or corporate affiliate of the Employer, or
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Employer. This Agreement shall inure to the benefit of the Employer and permitted successors and assigns.


 


(b)
No Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the
Employee shall be null and void from the initial date of purported assignment.


 


9.
Governing Law; Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Colorado
without regard to conflicts-of-law principles. Any action or proceeding by either Party to enforce this Agreement shall be brought only
in any state or federal court located in the state of Colorado.


 


10.
Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between
the Employee and the Employer pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter; provided, however, that the offer letter,
dated upon her employment shall remain in full force and effect.


 


11.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed
to in writing and signed by the Employee and by a duly authorized officer of the Employer (other than the Employee). No waiver by either
of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party
hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor
shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof
to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


12.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified,
or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the
remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become
a part hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court is expressly
authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement
in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language
to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as
embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall
be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had not been set forth herein.


 


13.
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision
of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


14.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date above.


 


	THERALINK
    TECHNOLOGIES, INC.	 
	 	 
	/s/
    Mick Ruxin, M.D.	 
	Mick
    Ruxin, M.D.	 
	CEO,
    Theralink Technologies, Inc.	 
	 	 
	FAITH
    ZASLAVSKY	 
	 	 
	/s/
    Faith Zaslavsky	 
	Faith
    Zaslavsky	 



 






    	 



     


    

 





NOTICE
OF REQUIREMENT TO EXECUTE Confidentiality and


Proprietary
Rights Agreement AND AN OFFER LETTER CONTAINING A


NON-COMPETE,
NON-SOLICIT AND NON-DISCLOSURE


 


Through
her signature below Employee confirms that on or about October 19, 2022, Theralink’s Technologies, Inc. presented to Faith Zaslavsky
(“Employee”), forms of the Offer Letter and the Company’s standard Confidentiality and Proprietary Rights Agreement
(“Agreement”), which contain non-disclosure, non-compete and non-solicit obligations. The Company has explained that Employee
has more than 14 days to review and consider the Agreement and Offer Letter, including consulting with an attorney, before signing them.
Company also explained that acceptance of employment with the Company is conditioned on accepting the restrictive covenants and non-disclosure
obligations contained in the Offer Letter and Agreement.


 


Employee
further acknowledges that the Offer Letter and Agreement contain a covenant not to compete that could restrict Employee’s options
for subsequent employment following her separation of employment. Employee should carefully review the entire Offer Letter and Agreement,
including specifically the Offer Letter section entitled Restrictive Covenants and the Agreement section entitled Confidentiality.


 


Employee
further acknowledges that she will have access to the Company’s trade secrets, and that each of the restrictions contained in the
Offer Letter and Agreement are designed to protect the Company’s trade secrets, and reasonable and necessary for the protection
of the Company’s trade secrets. Employee further acknowledges that she will be earning an amount of annualized cash compensation
equivalent to or greater than the threshold amount for highly compensated workers, as the terms in that phrase are defined in Colorado
Revised Statutes 8-2-113. Employee further acknowledges that the definition of “Company Confidential Information” in the
Offer Letter and Company’s standard Confidentiality and Proprietary Rights Agreement does not prohibit disclosure of information
that arises from Employee’s general training, knowledge, skill or experience, whether gained on the job or otherwise, information
that is readily ascertainable to the public, or information that Employee otherwise has a right to disclose as legally protected conduct.
Employee further acknowledges that the Company provided her with a copy of the Company’s standard Confidentiality and Proprietary
Rights Agreement before she accepted the Company’s offer of employment and that she is not accepting the terms of this Offer Letter
and Company’s standard Confidentiality and Proprietary Rights Agreement for at least the fifteenth day after Employee received
these documents.


 


THERALINK
TECHNOLOGIES, INC.


 


	/s/
    Mick Ruxin, M.D. 	 
	Mick
    Ruxin, M.D.	 
	CEO,
    Theralink Technologies, Inc.	 





 


FAITH
ZASLAVSKY


 


	/s/
    Faith Zaslavsky 	 
	Faith
    Zaslavsky