Exhibit 10.1


 


PAXMEDICA, INC.


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT
AGREEMENT (this “Agreement”) dated as of January 1, 2023 (the “Effective Date”), between
Paxmedica, Inc., a Delaware corporation (the “Company”), and Howard J. Weisman (the “Executive”).


 


W
I T N E S S E T H


 


WHEREAS,
the Company desires to employ the Executive as the Chief Executive Officer of the Company; and


 


WHEREAS,
the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            POSITION
AND DUTIES.


 


(a)            During
the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive Officer of the Company.
In this capacity, the Executive shall have the duties, authorities and responsibilities as are required by the Executive’s position,
and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with
the Executive’s position as Chief Executive Officer of the Company. The Executive’s principal place of employment with the
Company shall be in New York; provided that the Executive may perform the Executive’s duties and responsibilities to the
Company as required hereunder remotely from the Executive’s residence in Massachusetts; provided further that the Executive
understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report
to the Board of Directors of the Company.


 


(b)            During
the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill
and the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing
shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written
approval of the Board of Directors of the Company (the “Board”), other for profit companies, (ii) participating
in charitable, civic, educational, professional, community or industry affairs and (iii) managing the Executive’s passive personal
investments so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder or create
a potential business or fiduciary conflict.


 






    1


     


    

 


2.            EMPLOYMENT
TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement,
and the Executive agrees to be so employed, for a term of two (2) years (the “Initial Term”) commencing as
of the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be
automatically extended for successive one-year periods, provided, however, that either party hereto may elect
not to extend this Agreement by giving written notice to the other party at least thirty (30) days prior to any such anniversary
date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 8
hereof, subject to Section 9 hereof. The period of time between the Effective Date and the termination of the
Executive’s employment hereunder shall be referred to herein as the “Employment Term.”


 


3.            BASE
SALARY. During the Employment Term, the Company agrees to pay the Executive a base salary at
an annual rate of four hundred fifty thousand dollars ($450,000), payable in accordance with the regular payroll practices of the Company,
but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee
thereof), and may be adjusted from time to time by the Board. The base salary as determined herein and adjusted from time to time shall
constitute “Base Salary” for purposes of this Agreement.


 


4.            ANNUAL
BONUS. During the Employment Term, the Executive shall be eligible to receive an annual discretionary
incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”)
based on a target bonus opportunity of fifty percent (50%) of the Executive’s Base Salary (the “Target Bonus”),
upon the attainment of one or more pre-established performance goals established by the Board or the Company’s Compensation Committee
(the “Committee”) in its sole discretion. Except as otherwise expressly stated herein, payment of any Annual Bonus
shall be subject to the Executive’s continuous employment with the Company through the date of any such payment.


 


5.     SIGNING
BONUS.     Provided that the Executive has commenced the Executive’s
employment with Company on the Effective Date, the Company will pay the Executive a lump-sum cash signing bonus in an amount equal to
forty thousand dollars ($40,000) within thirty (30) days following the Effective Date, in accordance with the usual payroll practices
of the Company and subject to withholdings and deductions. Any payment made pursuant to this Section 5 shall be subject to
prompt repayment by the Executive in the event that the Company exercises its right to terminate the Executive’s employment due
to Cause or in the event that the Executive resigns the Executive’s employment with the Company without Good Reason, in either case,
prior to the first (1st) anniversary of the Effective Date.


 


6.            EQUITY
AWARDS. During the Employment Term, the Executive shall be eligible to participate in the PaxMedica, Inc.
Amended and Restated 2020 Omnibus Equity Incentive Plan (the “Plan”). The Executive was previously awarded 441,667
restricted stock units in the Company under the Plan. Any future awards will be recommended by the Board to the Compensation Committee
thereof under the Plan, having a fair market value as of the date of grant (as determined under the Plan). Any such future grants shall
be made pursuant to the applicable terms and conditions of the Plan and the applicable award agreement by and between the Company and
the Executive.


 






    2


     


    

 


7.            EMPLOYEE
BENEFITS.


 


(a)            BENEFIT
PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company
has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the
applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder.
The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company
policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.


 


(b)            PAID
TIME OFF. During the Employment Term, the Executive shall be entitled to four (4) weeks of paid time off per calendar year (as
prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from
time to time.


 


(c)            BUSINESS
EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive
shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses
incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.


 


8.            TERMINATION.
The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:


 


(a)            DISABILITY.
Upon ten (10) days’ prior written notice by the Company to the Executive of termination due to Disability. For purposes
of this Agreement, “Disability” shall be defined as the inability of the Executive to have performed the Executive’s
material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends
and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Executive shall cooperate in all respects
with the Company if a question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable
examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors
and other health care specialists to discuss the Executive’s condition with the Company).


 


(b)            DEATH.
Automatically upon the date of death of the Executive.


 


(c)            CAUSE.
Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean:


 


(i)            the
Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties to the Company;


 


(ii)            the
Executive’s failure to perform the Executive’s duties to the Company or to follow the lawful directives of the Board or any
executive to which the Executive reports (other than as a result of death or Disability);


 


(iii)            commission
of, indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;


 






    3


     


    

 


(iv)            the
Executive’s failure to cooperate in any audit or investigation of the business or financial practices of the Company or any of its
subsidiaries;


 


(v)            the
Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or any of its
affiliates’ premises or while performing the Executive’s duties and responsibilities hereunder, regardless of location;


 


(vi)            the
Executive’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s
property; or


 


(vii)            breach
of this Agreement or any other agreement with the Company or its affiliates, or a violation of the Company’s code of conduct or
other written policy.


 


(d)            WITHOUT
CAUSE. Immediately upon written notice by the Company to the Executive of an involuntary termination without Cause (other than for
death or Disability).


 


(e)            GOOD
REASON. Upon written notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall
mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully
corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company
of the occurrence of one of the reasons set forth below:


 


(i)            material
diminution in the Executive’s Base Salary or Target Bonus (which, for the avoidance of doubt, shall not include any reduction in
or nonpayment of Annual Bonus resulting from a failure to achieve the applicable target performance matrix or “across the board”
reductions affecting executive level employees of Company, or any of its affiliates); or


 


(ii)            material
diminution in the Executive’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated
or as required by applicable law).


 


The Executive shall provide the Company with a
written notice detailing the specific circumstances alleged to constitute Good Reason within sixty (60) days after the first occurrence
of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty
(30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably
waived by the Executive.


 


(f)            WITHOUT
GOOD REASON. Upon thirty (30) days’ prior written notice by the Executive to the Company of the Executive’s voluntary
termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).


 


(g)            EXPIRATION
OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement
by the Company or the Executive pursuant to the provisions of Section 2 hereof.


 






    4


     


    

 


9.            CONSEQUENCES
OF TERMINATION.


 


(a)            DEATH. In
the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the
Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections
9(a)(i) through 9(a)(iv) hereof to be paid within sixty (60) days following termination of employment, or such
earlier date as may be required by applicable law):


 


(i)            any
unpaid Base Salary through the date of termination;


 


(ii)            any
Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination;


 


(iii)            reimbursement
for any unreimbursed business expenses incurred through the date of termination;


 


(iv)            any
accrued but unused vacation time in accordance with Company policy; and


 


(v)            all
other accrued and vested payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable
compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through
9(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”).


 


(b)            DISABILITY.
In the event that the Executive’s employment and/or Employment Term ends on account of the Executive’s Disability, the Company
shall pay or provide the Executive with the Accrued Benefits.


 


(c)            TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment is
terminated (x) by the Company for Cause, (y) by the Executive without Good Reason, or (z) as a result of the Executive’s
non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Executive the Accrued Benefits
other than the benefit described in Section 9(a)(ii) hereof.


 


(d)            TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment by
the Company is terminated (x) by the Company other than for Cause, (y) by the Executive for Good Reason, or (z) as a result
of the Company’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or provide
the Executive with the following, subject to the provisions of Section 22 hereof:


 


(i)            the
Accrued Benefits;


 


(ii)            subject
to the Executive’s continued compliance with the obligations in Sections 10, 11 and 12 hereof, an amount equal to the Executive’s
monthly Base Salary rate (but not as an employee), paid monthly for a period of twelve (12) months following such termination; provided
that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A
(as defined in Section 22 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination
of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following
such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;


 






    5


     


    

 


(iii)            subject
to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost
to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s
ability to pay premiums with pre-tax dollars), and (C) the Executive’s continued compliance with the obligations in Sections
10, 11 and 12 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law
and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months,
provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the
event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under
this Section 9(d)(iii) shall immediately cease. Notwithstanding the foregoing, the Company shall not be obligated to
provide the continuation coverage contemplated by this Section 9(d)(iii) if it would result in the imposition of excise
taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of
2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) and, in such case,
the Company shall provide the Executive with a monthly lump sum cash payment equal to the monthly cost of such coverage during such six
(6)-month period.


  


Payments and benefits provided in this Section 9(d) shall
be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies
or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.


 


(e)            CODE
SECTION 280G. Notwithstanding any other provision of this Agreement to the contrary, in the event that any payment that is
either received by the Executive or paid by the Company on the Executive’s behalf or any property, or any other benefit
provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other
person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership
of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such
payment or other benefit is in connection with the Executive’s employment by the Company) (collectively the “Company
Payments”), will be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be
imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company
Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the
Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of
clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by
Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company
Payments. Any determination required under this Section 9(e) shall be made in writing by the independent public
accountant of the Company (the “Accountants”), whose determination shall be conclusive and binding for all
purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9(e), the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith
interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments
pursuant to this Section 9(e), such reduction shall occur in the following order: (A) any cash severance payable by reference
to the Executive’s Base Salary or Annual Bonus, (B) any other cash amount payable to the Executive, (C) any employee
benefit valued as a “parachute payment,” and (D) acceleration of vesting of any outstanding equity award.


 






    6


     


    

 


(f)            OTHER
OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall promptly resign from any
position as an officer, director or fiduciary of any Company-related entity.


 


(g)            EXCLUSIVE
REMEDY. The amounts payable to the Executive following termination of employment and the Employment Term hereunder pursuant to Sections
8 and 9 hereof shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims
that the Executive may have in respect of the Executive’s employment with the Company or any of its affiliates, and the Executive
acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other
remedies at law or in equity, with respect to the termination of the Executive’s employment hereunder or any breach of this Agreement.


 


10.            RELEASE;
NO MITIGATION. Any and all amounts payable and benefits or additional rights provided pursuant
to this Agreement beyond the Accrued Benefits (other than amounts described in Section 9(a)(ii) hereof) shall only be
payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially
the form attached on Exhibit A hereto. Such release shall be executed and delivered (and no longer subject to revocation,
if applicable) within sixty (60) days following termination. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor
shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent
employer, except as provided in Section 9(d)(iii) hereof.


 


11.            RESTRICTIVE
COVENANTS.


 


(a)            CONFIDENTIALITY. During
the course of the Executive’s employment with the Company, the Executive will have access to Confidential Information. For
purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries,
trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments,
techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and
strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered
or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past,
current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation,
any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel,
customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the
Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment
or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties
subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the
confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have
been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing shall not
apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally
known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the
Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the
Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in
seeking a protective order or other appropriate protection of such information).


 






    7


     


    

 


(b)            NONCOMPETITION.
The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company that are irreplaceable,
and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the
Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately
assist in competition against the Company or any of its affiliates, (iii) in the course of the Executive’s employment by a
competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have
substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the
Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive has generated
and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly,
during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the
Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent
contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in
whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which
the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior
to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding
the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity
securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or
affiliates, so long as the Executive has no active participation in the business of such corporation.


 


(c)            NONSOLICITATION;
NONINTERFERENCE. (i)  During the Executive’s employment with the Company and for a period of one (1) year thereafter,
the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or
any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates
from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such
customer.


 






    8


     


    

 


(ii)            During
the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees
that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee,
representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept
employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or
hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm,
corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere,
or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or
affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed
covered by this Section 11(c)(ii) while so employed or retained and for a period of six (6) months
thereafter.


 


(iii)            Notwithstanding
the foregoing, the provisions of this Section 11(c) shall not be violated by (A) general advertising or solicitation
not specifically targeted at Company-related persons or entities or (B) the Executive serving as a reference, upon request, for any
employee of the Company or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining
the Executive.


 


(d)            NONDISPARAGEMENT.
The Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders,
agents or products other than in the good faith performance of the Executive’s duties to the Company while the Executive is employed
by the Company. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony
or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).


 






    9


     


    

 


(e)            INVENTIONS. (i) 
The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments,
software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable,
(A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any
Company resources and/or within the scope of the Executive’s work with the Company or that relate to the business, operations
or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Executive,
solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in
connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own
time, but only insofar as the Inventions are related to the Executive’s work as an employee or other service provider to the
Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual
property protection are filed thereon (the “Inventions”). The Executive will keep full and complete written
records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose
all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and
the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive
irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that
may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in
the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights
(the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such
applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the
Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without
additional compensation to the Executive from the Company. The Executive will also execute assignments to the Company (or its
designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony)
to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company, but
entirely at the Company’s expense.


 


(ii)            In
addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf
of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein,
in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive.
If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically
vest in the Company, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known
or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the
Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including,
without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted
right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all
rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or
unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition,
the Executive hereby waives any so-called “moral rights” with respect to the Inventions. The Executive hereby waives any and
all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property
that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue
of the Executive being an employee of or other service provider to the Company.


 


(f)            RETURN
OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time
prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its affiliates (including,
but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents
and property belonging to the Company). The Executive may retain the Executive’s rolodex and similar address books provided that
such items only include contact information.


 






    10


     


    

 


(g)            REASONABLENESS
OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and
considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11
hereof. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its
affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject
matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the
Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The
Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its
affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The
Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set
forth in this Section 11, and that the Executive will reimburse the Company and its affiliates for all costs (including
reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11
if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges
the reasonableness or enforceability of any of the provisions of this Section 11. It is also agreed that each of the
Company’s affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this
Agreement, including without limitation pursuant to this Section 11. The Executive acknowledges that the Executive has
the right to consult with counsel prior to signing this Agreement and that the Executive has had an opportunity to do so. The
Executive further acknowledges that the Executive has been given at least ten (10) business days to consider whether to sign
this Agreement.


 


(h)            REFORMATION.
If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 11 is excessive
in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.


 


(i)            TOLLING.
In the event of any violation of the provisions of this Section 11, the Executive acknowledges and agrees that the post-termination
restrictions contained in this Section 11 shall be extended by a period of time equal to the period of such violation, it
being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during
any period of such violation.


 


(j)            SURVIVAL
OF PROVISIONS. The obligations contained in Sections 11 and 11 hereof shall survive the termination or expiration of
the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.


 



    11


     


    




 


12.            COOPERATION. Upon
the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the
Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has
knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company,
its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates,
and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates,
to the extent that such claims may relate to the period of the Executive’s employment with the Company (collectively, the
 “Claims”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits
involving Claims that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform
the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any
investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from
the Executive (other than in connection with any litigation or other proceeding in which the Executive is a
party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or
its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its
affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or
other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive’s attorneys and
tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with
the performance of the Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential
litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written
notice to the Company or the Company’s counsel. Upon presentation of appropriate documentation, the Company shall pay or
reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in
complying with this Section 12.


 


13.            EQUITABLE
RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies
at law for a breach or threatened breach of any of the provisions of Section 11 or Section 12 hereof would be
inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition
to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then
be available, without the necessity of showing actual monetary damages. In the event of a violation by the Executive of Section 11
or Section 12 hereof, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately
cease, and any severance previously paid to the Executive shall be immediately repaid to the Company.


 


14.            NO
ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in
this Section 14 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written
consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business
and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which
assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.


 






    12


     


    

 


15.            NOTICE.
For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed
to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by
confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight
delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:


 


  If to the Executive:


 


At the address (or to the facsimile number) shown
 in the books and records of the Company.  


 


If to the Company:


 


PaxMedica, Inc.


303 South Broadway, Suite 125


Tarrytown, NY 10591


Facsimile:


Attention: Michael Derby


Email: mderby@tardimed.com  



 


or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.


 


16.            SECTION HEADINGS;
INCONSISTENCY. The section headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the
terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.


 


17.            SEVERABILITY.
The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction,
it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable
law.


 


18.            COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


 






    13


     


    

 


19.            GOVERNING
LAW; JURISDICTION. This Agreement, the rights and obligations of the parties hereto, and
any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware
(without regard to its choice of law provisions). Each of the parties agrees that any dispute between the parties shall be resolved
only in the courts of the State of New York or the United States District Court for the Southern District of New York and the
appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the
foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement
or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in
respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the court
of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any
of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State
court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought
in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or
jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to
plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Executive’s employment by the Company or any affiliate of the Company, or
the Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service
of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as
provided in Section 15 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect
service of process in any other manner permitted by the laws of the State of New York.


 


20.            MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver
by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive
and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.


 


21.            REPRESENTATIONS.
The Executive represents and warrants to the Company that (a) the Executive has the legal
right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance
with its terms, and (b) the Executive is not a party to any agreement or understanding, written or oral, and is not subject to any
restriction, which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s
duties and obligations hereunder. In addition, the Executive acknowledges that the Executive is aware of Section 304 (Forfeiture
of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to
the Executive in compliance therewith.


 






    14


     


    

 


22.            TAX
MATTERS.


 


(a)            WITHHOLDING.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.


 


(b)            SECTION 409A
COMPLIANCE.


 


(i)            The
intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the
regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the
maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any
provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and
shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company
of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the
Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or
damages for failing to comply with Code Section 409A.


 


(ii)            A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits that constitute “nonqualified deferred compensation” for purposes of Code Section 409A upon
or following a termination of employment unless such termination is also a “separation from service” within the meaning of
Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this
Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term
under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation
under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made
or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such
 “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under
Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 22(b)(ii) (whether
they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to
the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein.


 


(iii)            To
the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last
day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses
eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other taxable year.


 






    15


     


    

 


(iv)            For
purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be
treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment
period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion
of the Company.


 


(v)            Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted
by Code Section 409A.


 


23.            TRADE
SECRETS; WHISTLEBLOWING. Notwithstanding anything to the contrary in this Agreement or otherwise,
the Executive understands and acknowledges that the Company has informed the Executive that an individual shall not be held criminally
or civilly liable under any federal or state trade secret law for (i) the disclosure of a trade secret that is made in confidence
to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law or (ii) the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding
if such filing is made under seal. Additionally, notwithstanding anything to the contrary in this Agreement or otherwise, the Executive
understands and acknowledges that the Company has informed the Executive that an individual who files a lawsuit for retaliation by an
employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose
the trade secret, except pursuant to a court order. Nothing in this Agreement or any other agreement between the Executive and the Company
shall be interpreted to limit or interfere with the Executive’s right to report good faith suspected violations of law to applicable
government agencies, including the Equal Employment Opportunity Commission, National Labor Relation Board, the Occupational Safety and
Health Administration, the Securities and Exchange Commission or any other applicable federal, state or local governmental agency, in
accordance with the provisions of any “whistleblower” or similar provisions of local, state or federal law. The Executive
may report such suspected violations of law, even if such action would require the Executive to share the Company’s proprietary
information or trade secrets with the government agency, provided that any such information is protected to the maximum extent permissible
and any such information constituting trade secrets is filed only under seal in connection with any court proceeding. Lastly, nothing
in this Agreement or any other agreement between the Executive and the Company will be interpreted to prohibit the Executive from collecting
any financial incentives in connection with making such reports or require the Executive to notify or obtain approval by the Company prior
to making such reports to a government agency.


 


24.            RECOVERY
OF AMOUNTS PAID. The Executive acknowledges and agrees that the Executive will be subject to
any other clawback policy that may be adopted by the Board during the Employment Term.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    16


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	PAXMEDICA, INC.

    

    

    




 


	 	By:	/s/ Michael Derby
	 	Name:	Michael Derby
	 	Title:	Executive Chairman



 


	 	HOWARD J. WEISMAN

	 	 
	 	/s/ Howard J. Weisman


 


[Signature Page to Employment
Agreement]


 






    


     


    

 


EXHIBIT A


 


GENERAL RELEASE


 


I, Howard J. Weisman, in consideration
of and subject to the performance by Paxmedica, Inc. (together with its affiliates, the “Company”), of its obligations
under the Employment Agreement effective as of January 1, 2022 (the “Agreement”), do hereby release and forever
discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers,
employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released
Parties”) to the extent provided below (this “General Release”). The Released Parties are intended
to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the
terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have
the meanings given to them in the Agreement.


 


1.            I
understand that any payments or benefits paid or granted to me under Section 9 of the Agreement represent, in part, consideration
for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I
will not receive certain of the payments and benefits specified in Section 9 of the Agreement unless I execute this General Release
and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation
for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.


 


2.            Except
as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my
employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release
and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of
action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and
present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or
claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or
assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company
to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising
from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment
relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or
violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of
1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment
Retraining and Notification Act; the Executive Retirement Income Security Act of 1974; any applicable Executive Order Programs; the
Fair Labor Standards Act; the Massachusetts Wage Act; the Massachusetts Fair Employment Practices Act; or their state or local counterparts;
or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or
ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures
of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim
for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively
referred to herein as the “Claims”).


 






    A-1


     


    

 


3.            I
represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph
2 above.


 


4.            I
agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment
Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation,
any claim under the Age Discrimination in Employment Act of 1967).


 


5.            I
agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind
whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief.
Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be
waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding;
provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the
prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits
or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’
liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my
rights as an equity or security holder in the Company or its affiliates.


 


6.            In
signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove
mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of
its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute
that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those
relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term
of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree
that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company
in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the
maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as
of the execution of this General Release.


 






    A-2


     


    

 


7.            I
agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed
at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.


 


8.            I
agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.


 


9.            I
agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this
General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning
or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.


 


10.            Any
non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about
this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry
Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.


 


11.            I
hereby acknowledge that Sections 9 through 24 of the Agreement shall survive my execution of this General Release.


 


12.            I
represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I
may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the
subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General
Release, may have materially affected this General Release and my decision to enter into it.


 


13.            Notwithstanding
anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights
or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.


 


14.            Whenever
possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law,
but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction,
but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.


 


15.            Notwithstanding
anything to the contrary in this Agreement or otherwise, I understand and acknowledge that the Company has informed me that an
individual shall not be held criminally or civilly liable under any federal or state trade secret law for (i) the disclosure of
a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose
of reporting or investigating a suspected violation of law or (ii) the disclosure of a trade secret that is made in a complaint
or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, notwithstanding anything
to the contrary in this General Release or otherwise, I understand and acknowledge that the Company has informed me that
an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade
secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any
document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a court order.


 






    A-3


     


    

 


16.            Nothing
in this General Release or any other agreement between me and the Company shall be interpreted to limit or interfere with my right to
report good faith suspected violations of law to applicable government agencies, including the Equal Employment Opportunity Commission,
National Labor Relation Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other
applicable federal, state or local governmental agency, in accordance with the provisions of any “whistleblower” or similar
provisions of local, state or federal law. I may report such suspected violations of law, even if such action would require me to share
the Company’s proprietary information or trade secrets with the government agency, provided that any such information is protected
to the maximum extent permissible and any such information constituting trade secrets is filed only under seal in connection with any
court proceeding. Lastly, nothing in this General Release or any other agreement between me and the Company will be interpreted to prohibit
me from collecting any financial incentives in connection with making such reports or require me to notify or obtain approval by the Company
prior to making such reports to a government agency.


 






    A-4


     


    

 


BY SIGNING THIS GENERAL RELEASE, I REPRESENT
AND AGREE THAT:


 


		1.	I HAVE READ IT CAREFULLY;



 


		2.	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED
TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;



 


		3.	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;



 


		4.	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL
READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;



 


		5.	I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND
THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY
PERIOD;



 


		6.	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT
THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;



 


		7.	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED
TO ADVISE ME WITH RESPECT TO IT; AND



 


		8.	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.



 


	SIGNED:	 	 	DATED:	 




 






    A-5