EXHIBIT 10.1


EXECUTIVE EMPLOYMENT AGREEMENT


This EXECUTIVE EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into as of the 31st day of March , 2014 (the “Effective Date”),
by and between RESTORGENEX CORPORATION, a Nevada corporation with an address at 1800 Century Park East, 6th Floor, Los Angeles,
California 90067 (the “Company”), and DAVID SHERRIS, Ph.D., a natural person with a residence at 37 Neillian Crescent,
Jamaica Plain, Massachusetts 02130 (“Executive”).


W I T N E S S E T H:


WHEREAS, Executive desires to be employed
by the Company as President-Paloma Division and Chief Scientific Officer of the Company (the “Positions”), and the
Company wishes to employ Executive in such capacity;


NOW, THEREFORE, in consideration of the
foregoing recitals and the respective covenants and agreements of the parties contained in this document, the receipt and legal
sufficiency of which is being acknowledged, accepted and agreed to, the Company and Executive hereby agree as follows:


1.      Employment and Duties. The
Company agrees to employ and Executive agrees to serve in the Positions. With regard to the duties and responsibilities of
Executive pertaining to being President-Paloma Division, they shall include the duties and responsibilities as the Board of
Directors of the Company (the “Board”) may from time to time assign to Executive comparable with the duties and
responsibilities of a President of a major division, but at a minimum include responsibility for formulation and
implementation of the business policies and direction of the Paloma Division, and the related employment decisions, financial
decisions and management and oversight of the day-to-day operation of that Division. With regard to the duties and
responsibilities pertaining to being Chief Scientific Officer, they shall be as set forth on Exhibit A attached hereto.
Executive shall report to the Chief Executive Officer of Company.


Executive shall devote all of his time,
attention, and energies to the business of the Company. Provided that none of the additional activities materially interfere with
the performance of the duties and responsibilities of Executive, nothing in this Section 1 shall prohibit Executive from: (a) serving
as a director or trustee of any charitable or educational organization or (b) engaging in additional activities in connection with
personal investments and community affairs; provided that such activities are not inconsistent with Executive’s duties under
this Agreement and do not violate the terms of Section 13.


2.     Term. The term of this Agreement
shall commence on the Effective Date and shall continue for a period of three (3) years subject to extension upon mutual agreement
of the Company and Executive. “Employment Period” shall mean the initial three (3) year term plus extension periods,
if any.


3.     Place of Employment. Executive’s
initial job site shall be in Jamaica Plain, Massachusetts (the “Job Site”). The parties acknowledge, however, that
Executive may be required to travel in connection with the performance of his duties hereunder.


4.     Base Salary. For all services to
be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the initial three year term of
the Employment Period a base salary (the “Base Salary”) at an annual rate of Three Hundred Forty-Five Thousand ($345,000)
Dollars. The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.


5.     Bonuses. During the Employment
Period, Executive shall be entitled to an annual bonus of up to Fifty (50%) percent of Executive’s Base Salary based on achievement
of certain milestones as may be determined from time to time by the Compensation Committee of the Board (the “Compensation
Committee”) upon consultation with Executive.






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6.     Severance Compensation. Upon termination
of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated
for Cause or Executive terminates his employment without Good Reason, then:


(a)     Executive shall be entitled to
receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of his
duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time
through the termination date in accordance with Company policy and an amount equal to Executive’s Base Salary during the
prior nine (9) months (the “Separation Period”), as in effect as of the date of termination (the “Separation
Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated
with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation
or revocation of such release by Executive shall have passed or expired; and subject to anything to the contrary in Section 11(d)(3),
the Separation Payment shall be paid in in accordance with the customary payroll practices of the Company; and


(b)     Subject to Executive’s:
(1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)
with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination
date (“COBRA Continuation Coverage”) and (2) continued payment of premiums for such plans at the active employee rate
(excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will
pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest
of: (x) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA and (y) twelve (12) months
following the termination date (the benefits provided under this clause (b), the “Medical Continuation Benefits”) or
until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.


7.     Equity Awards. Executive shall
be eligible for such grants of awards under the Straus Media Group, Inc. Incentive Compensation Plan (or any successor or replacement
plan adopted by the Board and approved by the stockholders of the Company) (the “Plan”) as the Compensation Committee
(or the Board, if there is no Compensation Committee) may from time to time determine (the “Share Awards”). Share Awards
shall be subject to the applicable Plan terms and conditions; provided, however, that Share Awards shall be subject to any additional
terms and conditions as are provided herein or in any award agreement, which shall supersede any conflicting provisions governing
Share Awards provided under the Plan.


8.     Clawback Rights. All amounts paid
to the Executive by the Company relating solely to either: (i) performance based cash payments and (ii) performance based stock
options granted during the Employment Period (the “Clawback Benefits”) shall be subject to “Clawback Rights”
as follows: during the period that Executive is employed by the Company and upon the termination or expiration of Executive’s
employment and for a period of eighteen (18) months thereafter, if any of the following events occur, Executive agrees to repay
or surrender to the Company the Clawback Benefits if a restatement (a “Restatement”) of any financial results from
which any Clawback Benefits to Executive shall have been determined (such restatement resulting from material non-compliance of
the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial
results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the
financial statements were originally prepared), then Executive agrees to immediately repay or surrender upon demand by the Company
any Clawback Benefits which were determined by reference to any Company financial results which were later restated, to the extent
the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of
the Company’s financial information All Clawback Benefits amounts resulting from such Restatements shall be retroactively
adjusted by the Compensation Committee (or the Board, if there is no Compensation Committee) to take into account the restated
results and if any excess portion of the Clawback Benefits resulting from such restated results is not so repaid or surrendered
by Executive within one hundred Eighty (180) days of the revised calculation being provided to Executive by the Company following
a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. For
avoidance of doubt, the Company and the Executive agree and acknowledge that Article 8 is specifically limited to the Company clawing
back only performance based cash payments and performance based stock options when it is finally determined (in accordance with
the timeline set forth herein), following a Restatement of the financial results that, in the first instance, the performance based
cash award should not have been made and the performance based stock options should not have been granted.






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The amount of Clawback Benefits to be
repaid or surrendered to the Company shall be reasonably determined by the Compensation Committee (or the Board, if there is no
Compensation Committee) and applicable law, rules and regulations. All determinations by the Compensation Committee (or the Board,
if there is no Compensation Committee) with respect to the Clawback Rights shall be final and binding on the Company and Executive
unless a request for arbitration is submitted as provided for in Section 16(l) hereof. The parties acknowledge it is their intention
that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) and requires recovery of all “incentive-based”
compensation, pursuant to the provisions of the Dodd Frank Act and any and all rules and regulations promulgated thereunder from
time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time
to time to assure compliance with the Dodd Frank Act and such rules and regulation as hereafter may be adopted and in effect.


9.     Expenses. Executive shall be entitled
to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred
by Executive while employed (in accordance with the policies and procedures established by the Company for its senior executive
officers) in the performance of his duties and responsibilities under this Agreement; provided, that Executive shall properly account
for such expenses in accordance with Company policies and procedures.


10.     Other Benefits; Vacation. During
the term of this Agreement, Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)),
and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and
dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner and
at substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried
executive employees. During the term of this Agreement, Executive shall be entitled to twenty-eight (28) paid vacation days per
year, which if not taken will accrue and be carried forward but not to exceed fifteen (15) paid vacation days per year. Vacation
shall be taken at such times as are mutually convenient to Executive and the Company and no more than ten (10) consecutive days
shall be taken at any one time without the advance approval of the Board.


11.     Termination of Employment.


(a)     Death. If Executive dies during
the Employment Period, this Agreement and Executive’s employment with the Company shall automatically terminate and the Company
shall have no further obligations to Executive or his heirs, administrators or executors with respect to compensation and benefits
accruing thereafter, except for the obligation to pay to Executive’s heirs, administrators or executors any earned but unpaid
Base Salary, unpaid pro rata annual Bonus for the current year through the date of death, the Severance Payment and reimbursement
of any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination date and any accrued but unused vacation time
through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. In addition, Executive’s spouse
and minor children shall be entitled to Medical Continuation Benefits.






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(b)     Disability. In the event that,
during the term of this Agreement Executive shall be prevented from performing his duties and responsibilities hereunder to the
full extent required by this Agreement by reason of Disability (as defined below), this Agreement and Executive’s employment
with the Company shall automatically terminate and the Company shall have no further obligations or liability to Executive or his
heirs, administrators or executors with respect to compensation and benefits accruing thereafter, except for the obligation to
pay Executive or his heirs, administrators or executors any earned but unpaid Base Salary, unpaid pro rata annual Bonus for the
current year accrued through Executive’s last date of employment with the Company, the Severance Payment and reimbursement
of any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination date and any accrued but unused vacation time
through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s
employment with the Company. In addition, Executive’s spouse and minor children shall be entitled to Medical Continuation
Coverage. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the
performance by Executive, with or without reasonable accommodation, of his duties and responsibilities hereunder for a period of
not less than an aggregate of three (3) months during any twelve (12) consecutive months.


(c)     Cause.


(1)     At any time during the Employment
Period, the Company may terminate this Agreement and Executive’s employment hereunder for Cause. For purposes of this Agreement,
“Cause” shall consist of a termination due to the following, as specified in the written notice of termination (and
in each case following written notice, a failure by Executive to cure within thirty (30) days of such notice except as to clauses
(E) or (f) which shall not be subject to cure: (A) Executive’s failure to substantially perform the fundamental duties and
responsibilities associated with Executive’s position, including Executive’s continued failure or refusal to carry
out reasonable instructions consistent with this Agreement; (B) Executive’s material breach of any material written Company
policy; (C) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (D) Executive’s
material breach of the terms of this Agreement; (E) being convicted of any fraudulent or felony criminal offense or any other criminal
offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent
with continued employment or (F) conviction of any criminal conduct that is a “statutory disqualifying event” (as defined
under federal securities laws, rules and regulations).


(2)     Prior to any termination for Cause,
and following the thirty (30) day cure period provided for in Section 11(c)(1) hereof, Executive will be given five (5) business
days written notice specifying the alleged Cause event and will be entitled to appear (with counsel) before the full Board to present
information regarding his views on the Cause event, and the cure of the same, and after such hearing, there is at least a majority
vote of the full Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing sentence, the
Board may suspend Executive with full pay and benefits until a final determination pursuant to this Section 11(c) has been made.


(3)     Upon termination of this Agreement
for Cause, the Company shall have no further obligations or liability to Executive or his heirs, administrators or executors with
respect to compensation and benefits thereafter, except for the obligation to pay Executive any earned but unpaid Base Salary,
reimbursement of any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance
of his duties and responsibilities for the Company during the period ending on the termination date, and any accrued but unused
vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made
hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.






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(d)     Good Reason and Without Cause.


(1)     At any time during the term of
this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s
employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean
any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent a: (A)
material reduction of Executive’s Base Salary or benefits; (B) material reduction in Executive’s title, authority,
duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations
under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase
in Executive’s one-way driving distance by more than forty (40) miles from Executive’s then-current principal residence
or (E) any other material breach by the Company of this Agreement.


(2)     Executive shall not be entitled
to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Company within thirty
(30) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and
his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide
the basis for such termination for Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason
within thirty (30) days of its receipt from Executive of such written notice.


(3)     In the event that Executive terminates
this Agreement and his employment with the Company for Good Reason or the Company terminates this Agreement and Executive’s
employment with the Company without Cause, the Company shall pay or provide to Executive (or, following his death, to Executive’s
heirs, administrators or executors) the Separation Payment amount, any unpaid Base Salary, accrued and unpaid vacation, pro-rated
bonus, if any, and reimbursement of all unpaid expenses. The Company shall deduct, from all payments made hereunder, all applicable
taxes, including income tax, FICA and FUTA, and other appropriate deductions.


(4)     Notwithstanding anything herein
to the contrary, the benefits to Executive under this Agreement shall be reduced by the amount of any insurance proceeds maintained
and paid for by the Company and paid to the Executive.


(e)     Without “Good Reason”
by Executive. At any time during the term of this Agreement, Executive shall be entitled to terminate this Agreement and Executive’s
employment with the Company without Good Reason by providing prior written notice of at least thirty (30) days to the Company.
Upon termination by Executive of this Agreement or Executive’s employment with the Company without Good Reason, the Company
shall have no further obligations or liability to Executive or his heirs, administrators or executors with respect to compensation
and benefits thereafter, except for the obligation to pay Executive any earned but unpaid Base Salary, pro-rated bonus, if any,
reimbursement of any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance
of his duties and responsibilities for the Company during the period ending on the termination date, and any accrued but unused
vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made
hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.






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(f)     Change of Control. For purposes
of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation
(if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 50.1%
or more of the shares of the outstanding common stock of the Company, whether by merger, consolidation, sale or other transfer
of shares of Company common stock (other than a merger or consolidation where the stockholders of the Company prior to the merger
or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation),
(ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months,
the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided, however,
that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions
of Company common stock or securities convertible, exercisable or exchangeable into Company common stock directly from the Company
or (B) any acquisition of Company common stock or securities convertible, exercisable or exchangeable into Company common stock
by any employee benefit plan (or related trust) sponsored by or maintained by the Company.


(g)     Any termination of Executive’s
employment by the Company or by Executive (other than termination by reason of Executive’s death) shall be communicated by
written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “Notice of Termination”
shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment
under the provision so indicated, provided, however, failure to provide timely notification shall not affect the employment status
of Executive.


12.    Confidential Information.


(a)     Disclosure of Confidential Information.
Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information
regarding the Company, its subsidiaries and their respective businesses (“Confidential Information”), including but
not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how,
trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or
become known to others through no fault of Executive. Executive acknowledges that such information is of great value to the Company,
is the sole property of the Company, and has been and will be acquired by his in confidence. In consideration of the obligations
undertaken by the Company herein, Executive will not, at any time, during or after his employment hereunder, reveal, divulge or
make known to any person, any information acquired by Executive during the course of his employment, which is treated as confidential
by the Company, and not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of Executive’s
employment hereunder for a period of three (3) years. Information will not be deemed to be Confidential Information if: (i) the
information was in Executive’s possession or within Executive’s knowledge before the Company disclosed it to Executive;
(ii) the information was or became generally known to those who could take economic advantage of it; (iii) Executive obtained the
information from a third party that was not known by Executive to be bound by a confidentiality agreement or other obligation of
confidentiality to the Company or any other party with respect to such information or (iv) Executive is required to disclose the
information pursuant to legal process (e.g. a subpoena), provided that Executive notifies the Company promptly upon receiving or
becoming aware of such legal process.


(b)     Executive affirms that he will
not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services
to the Company or its subsidiaries.


(c)     In the event that Executive’s
employment with the Company terminates for any reason, Executive shall deliver forthwith to the Company any and all originals and
copies, including those in electronic or digital formats, of Confidential Information; provided, however, Executive shall be entitled
to retain: (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal
diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement
of expenses, (iii) information that he reasonably believes may be needed for tax and estate planning purposes and (iv) copies of
plans, programs and agreements relating to his employment, or termination thereof, with the Company.






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13.     Non-Solicitation.


(a)     Executive agrees and acknowledges
that the restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive
also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers
are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the
United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement
of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas
other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded
to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition
restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect
the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions
of this Section 13 shall survive the termination of Executive’s employment hereunder.


(b)     Executive hereby agrees and covenants
that he shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including,
without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual
or representative capacity (other than (i) as a holder of less than ten (10%) percent of the outstanding securities of a Company
whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a
venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio
companies that are competitive with the Company; provided however, that Executive shall be precluded from serving as an operating
partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on Executive’s
own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period
and thereafter to the extent described below, within the Territory:


(1)     Recruit, solicit or hire, or attempt
to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor
relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the
purpose of competing with the business of the Company;


(2)     Attempt in any manner to solicit
or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by
the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company
with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business
which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a
person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer,
or have any discussions regarding any such service with such customer, on behalf of such other person; or


(3)     Interfere with any relationship,
contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer
or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the
Company.


With respect to the activities described
in Paragraphs (1), (2) and (3), above, the restrictions of this Section 13(b) shall continue during the Employment Period and until
one (1) year following the termination of this Agreement or of Executive’s employment with the Company (including upon expiration
of this Agreement), whichever occurs later; provided, however, that if this Agreement or Executive’s employment is terminated
by Executive for Good Reason or by the Company without Cause, then the restrictions of this Section 13(b) shall terminate concurrently
with the termination and shall be of no further effect. In the event that any provision of this Section 13 is determined by a court
to be unenforceable, such provision shall not render the entire Section unenforceable but, to the extent possible, shall be appropriately
adjusted to render such provision enforceable.






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14.     Inventions. All systems, inventions,
discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Executive during
Executive’s employment by the Company that: (i) are directly relevant to the Company’s business as then constituted,
(ii) are developed as a part of the tasks and assignments that are the duties and responsibilities of Executive and (iii) were
created using substantially the Company’s resources, such as time, materials and space, shall be and continue to remain the
Company’s exclusive property, without any added compensation or any reimbursement for expenses to Executive, and upon the
conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Executive
promises and agrees that Executive will immediately disclose it to the Company and to no one else and thenceforth will treat it
as the property and secret of the Company. Executive will also execute any instruments requested, from time to time, by the Company
to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of the Company,
do such acts and execute such instruments as the Company may require, but at the Company’s expense (and if requested following
the term of this Agreement, then at the customary hourly rate for time requested and spent), to obtain patents, trademarks or copyrights
in the United States and foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto
in the Company, all without any reimbursement for expenses (except as provided in Section 9 or otherwise) and without any additional
compensation of any kind to Executive.


15.     Section 409A.


The provisions of this Agreement are
intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations
and guidance promulgated thereunder (“Section 409A”): and shall be construed in a manner consistent with the requirements
for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider
amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition
of any additional tax or income recognition prior to actual payment to Executive under Section 409A.


To the extent that Executive will be
reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement
or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement,
or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses
reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related
to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following
the taxable year in which you incurred the expense.


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
upon or following a termination of employment unless such termination constitutes a “Separation from Service” within
the meaning of 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.


Each installment payable hereunder shall
constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).
Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section
1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon
an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the
maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section
409A.






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Notwithstanding anything to the contrary
in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s
termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and
any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together,
the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit
(as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance
with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in
excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination
will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and
one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation
Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s
termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in
accordance with the payment schedule applicable to each payment or benefit.


For purposes of this Agreement, “Section
409A Limit” will mean a sum equal: (x) to the amounts payable prior to March 15 following the year in which Executive terminations
plus (y) the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive
during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment
as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued with respect thereto; or (ii) the
maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in
which Executive’s employment is terminated.


16.     Miscellaneous.


(a)     Executive acknowledges that the
services to be rendered by his under the provisions of this Agreement are of a special, unique and extraordinary character and
that it would be difficult or impossible to replace such services. Furthermore, the parties acknowledge that monetary damages alone
would not be an adequate remedy for any breach by Executive of Section 12 or Section 13 of this Agreement. Accordingly, Executive
agrees that any breach by Executive of Section 12 or Section 13 of this Agreement shall entitle the Company, in addition to all
other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach. The parties
understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable and divisible from
every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part,
of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances
warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which
the Company seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive
relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Company may have at
law or in equity.


(b)     Neither Executive nor the Company
may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided,
however, that the Company shall have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided
that such delegation shall not relieve the Company of any of its obligations hereunder.


(c)     During the term of this Agreement,
the Company: (i) shall indemnify and hold harmless Executive and his heirs and representatives as, and to the extent, provided
in the Company’s bylaws and (ii) shall cover Executive under the Company’s directors’ and officers’ liability
insurance on the same basis as it covers other senior executive officers and directors of the Company.






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(d)     This Agreement constitutes and
embodies the full and complete understanding and agreement of the parties with respect to Executive’s employment by the Company,
supersedes all prior understandings and agreements, whether oral or written, between Executive and the Company, and shall not be
amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial
invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by
either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same time or any prior or subsequent time.


(e)     This Agreement shall inure to
the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries
and permitted assigns.


(f)     The headings contained in this
Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.


(g)     All notices, requests, demands
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly
given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable
national overnight delivery service (e.g. Federal Express) for overnight delivery to the Company at its principal executive office
or to Executive at his address of record in the Company’s records, or to such other address as either party may hereafter
give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date
actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery
service for overnight delivery.


(h)     This Agreement shall be governed
by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without reference to principles of conflicts
of laws.


(i)     This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.


(j)     Executive represents and warrants
to the Company that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and
that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement
to which Executive is a party.


(k)     The Company represents and warrants
to Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and
that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement
to which the Company is a party.


(l)     In the event of any dispute, controversy,
disagreement, breach or claim arising out of or relating to this Agreement or interpretation of any of the provisions, the same
shall be submitted, for resolution, to final and binding arbitration in accordance with the following procedures: The parties shall
first attempt to mediate the matter(s). If the matter(s) has not been satisfactorily resolved (or waived), within thirty (30) days
after written notice by either party to the other requesting mediation, then the matter shall be referred to arbitration for resolution
under the then commercial arbitration rules of the American Arbitration Association (the “A.A.A.”) and the decision
of the arbitrator shall be final and binding on the parties. The parties shall have the right to select the arbitrator. If the
parties are unable to agree upon an arbitrator within thirty (30) days following a notice of initiating arbitration to the other
party, then the arbitrator shall be appointed by the A.A.A. Each party shall be responsible for the filing fee and the arbitrator’s
fee; and otherwise, each party shall be responsible for its own costs and expenses, including but not limited to, travel, consultants,
depositions, witnesses and attorneys’ fees and disbursements. The arbitrator shall be authorized to only interpret and apply
the provisions of this Agreement or any related agreements entered into under this Agreement and shall have no power or authority
to modify or change any of the above in any manner.






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The arbitrator shall have no authority
to award punitive or speculative damages or any damages inconsistent with this Agreement. In addition to monetary award, the arbitrator
shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement.
The arbitrator shall, within thirty (30) days of the conclusion of the hearing, unless such time is extended by mutual agreement,
notify the parties in writing of his decision, stating the reasons for such decision and separately listing the findings of fact
and conclusions of law. The arbitration shall be conducted in New York, New York, and shall be governed by the laws of the State
of Delaware, and the decision of the arbitrator may be entered in any court of competent jurisdiction. Any costs, fees or taxes
incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the non-prevailing party or shall
be recovered by the prevailing party, as applicable, in any final judgment or arbitration award.


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IN WITNESS WHEREOF, Executive and the
Company have caused this Executive Employment Agreement to be executed as of the Effective Date.


	 	 
	 	THE COMPANY:
	 	 
	 	RESTORGENEX CORPORATION
	 	 
	 	 
	 	/s/ Stephen Simes
	 	
        Stephen Simes

        Chief Executive Officer

	 	 
	 	 
	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	 
	 	/s/ David Sherris
	 	David Sherris, Ph.D
	 	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	[Signature Page to Restorgenex Corporation Executive Employment Agreement]
	 



 


 


 


 


 


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