EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(“Agreement”) is made and entered into effective as of April 17, 2014, by and between REVEN HOUSING REIT,
INC., a Maryland corporation (the “Company”), and THAD L. MEYER (hereinafter, the “Executive”).


 


W I T
N E S S E T H:


 


WHEREAS, the Board
of Directors of the Company (the “Board”) recognizes that the Executive can contribute to the growth
and success of the Company and, thus, desires to enter into this Agreement providing for the retention of the Executive’s
services; and


 


WHEREAS, the Executive
is willing to make his services available to the Company and on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are mutually acknowledged, the Company and the Executive hereby agree as follows:


 


1.            Definitions.
When used in this Agreement, the following terms shall have the following meanings:


 


(a)           “Accrued
Obligations” means:


 


(i)                
all accrued but unpaid Base Salary through the end of the Term of Employment;


 


(ii)              
any unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Section 5(a)
hereof, to the extent incurred during the Term of Employment;


 


(iii)            
any accrued but unpaid benefits provided under the Company’s employee benefit plans, subject to and in accordance
with the terms of those plans;


 


(iv)            
any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the end of the Term of Employment;
and


 


(v)              
rights to indemnification by virtue of the Executive’s position as an officer or director of the Company or its subsidiaries
and the benefits under any directors’ and officers’ liability insurance policy maintained by the Company, in accordance
with its terms thereof.


 


(b)        
“Affiliate” means any entity that controls, is
controlled by, or is under common control with, the Company. For the purposes of this definition, the terms “controls,”
“is controlled by” or “under common control with” mean possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person whether through the ownership of voting securities,
by contract or otherwise. In the event that any entity is deemed to be an Affiliate under this definition, such entity shall not
be deemed to be an Affiliate for any other purposes other than as set forth in this Agreement.


 






    	 



    	 



    

 


(c)          “Base Salary” means the salary provided for in
Section 4(a) hereof or any increased salary granted to Executive pursuant to Section 4(a) hereof.


 


(d)          “Beneficial Ownership” shall have the meaning ascribed
to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.


 


(e)          “Bonus” means any bonus payable to the Executive
pursuant to Section 4(b) hereof.


 


(f)           “Bonus Period” means the period for which a Bonus
is payable. Unless otherwise specified by the Board, the Bonus Period shall be the calendar year.


 


(g)          “Cause”
means:


 


(i)                
a conviction of the Executive, or a plea of nolo contendere, to (A) a felony or (B) any other crime either involving
moral turpitude or resulting in imprisonment for five(5) or more years; or


 


(ii)              
willful misconduct or gross negligence by the Executive having, in either case, more than a de minimis adverse effect
on the Company or any Related Entity; or


 


(iii)            
a willful continued failure by the Executive to carry out the reasonable and lawful directions of the Board or the Chief
Executive Officer of the Company; or


 


(iv)            
fraud, embezzlement, theft or dishonesty of a material nature by the Executive against the Company or any Related Entity,
or a willful material violation by the Executive of a policy or procedure of the Company or any Related Entity (including the willful
disclosure of material trade secrets or other material confidential information related to the business of the Company), having,
in any case, more than a de minimis adverse effect on the Company or any Related Entity; or


 


(v)              
a willful material breach by the Executive of this Agreement.


 


An act or failure to act shall not be “willful”
if (i) done by the Executive in good faith or (ii) the Executive reasonably believed that such action or inaction was in the best
interests of the Company and the Related Entities.


 


(h)          “Change in Control” means the occurrence of any
of the following:


 


(i)any one Person,
or more than one Person acting as a group, acquires ownership of equity securities of the Company that, together with equity securities
held by such Person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of
the then outstanding equity securities of the Company entitled to vote in the election of directors of the Company; provided, however,
that if any one Person, or more than one Person acting as a group, is considered to own more than fifty percent (50%) of the total
fair market value or total voting power of the then outstanding equity securities of the Company, the acquisition of additional
equity securities by the same Person or Persons will not be considered a Change in Control under this Plan;


 






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(ii)during any
period of two (2) consecutive years (not including any period prior to the Commencement Date) individuals who constitute the Board
on the Commencement Date (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the Commencement Date whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or


 


(iii)consummation
of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or
any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or stock of another entity by the Company or any of its subsidiaries (each a “Business Combination”),
in each case, unless, following such Business Combination, all or substantially all of the Persons who were the Beneficial Owners,
respectively, of the outstanding Common Stock and outstanding voting securities of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination
of the outstanding Common Stock and outstanding voting securities of the Company, as the case may be.


 


Notwithstanding the foregoing, a Change
of Control shall not be deemed to have occurred for purposes of this Agreement as the result of the issuance by the Company or
any of its subsidiaries of any equity securities or securities convertible into equity securities for cash or property so long
as such securities are issued by the Company other than in connection with a transaction that would result in a Change of Control
pursuant to this Agreement.


 


(i)           “COBRA” means the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended from time to time.


 


(j)           “Code” means the Internal Revenue Code of 1986,
as amended.


 


(k)          “Commencement Date” means April 17, 2014.


 






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(l)           “Common Stock” means the common stock of the Company,
par value $.001 per share.


 


(m)         “Competitive Activity” means an activity that is
in competition with the Company in any of the States within the United States, or countries within the world, in which the Company
or any of its Related Entities conducts business with respect to a business in which the Company or any of its Related Entities
engaged while the Executive was employed by the Company or any of its Related Entities. 


 


(n)          “Confidential Information” means all trade secrets
and information disclosed to the Executive or known by the Executive as a consequence of or through the unique position of his
employment with the Company or any Related Entity (including information conceived, originated, discovered or developed by the
Executive and information acquired by the Company or any Related Entity from others) prior to or after the date hereof, and not
generally or publicly known (other than as a result of unauthorized disclosure by the Executive), about the Company or any Related
Entity or its business. Confidential Information includes, but is not limited to, inventions, ideas, designs, computer programs,
circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developmental or experimental work,
processes, techniques, improvements, methods of manufacturing, know-how, data, financial information and forecasts, product plans,
marketing plans and strategies, price lists, customer lists and contractual obligations and terms thereof, data, documentation
and other information, in whatever form disclosed, relating to the Company or any Related Entity, including, but not limited to,
financial statements, financial projections, business plans, listings and contractual obligations and terms thereof, components
of intellectual property, unique designs, methods of manufacturing or other technology of the Company or any Related Entity.


 


(o)          “Disability” means the Executive’s inability
or failure to perform the essential functions of his position, with or without reasonable accommodation, in the opinion of a qualified
physician reasonably acceptable to both parties, for a period of not less than 180 consecutive days by reason of any medically
determinable physical or mental impairment.


 


(p)          “Equity Awards” means any stock options, restricted
stock, restricted stock units, stock appreciation rights, phantom stock or other equity based awards granted by the Company or
any Related Entity to the Executive.


 


(q)          “Expiration Date” means the date on which the Term
of Employment, including any renewals thereof under Section 3(b), shall expire.


 


(r)           “Good Reason” means the occurrence of any of the
following: (i) a material diminution in the Executive’s base compensation; (ii) a material diminution in the Executive’s
authority, duties, or responsibilities; (iii) a material change in the geographic location at which the Executive must perform
the services under this Agreement; or (vi) any other action or inaction that constitutes a material breach by the Company of this
Agreement. For purposes of this Agreement, Good Reason shall not be deemed to exist unless the Executive’s termination of
employment for Good Reason occurs within ninety (90) days following the initial existence of one of the conditions specified in
clauses (i) through (iv) above, the Executive provides the Company with written notice of the existence of such condition within
sixty (60) days after the initial existence of the condition, and the Company fails to remedy the condition within thirty (30)
days after its receipt of such notice.


 






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(s)          “Group” shall have the meaning ascribed to such
term in Section 13(d) of the Securities Exchange Act of 1934.


 


(t)           “Person” shall have the meaning ascribed to such
term in Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof.


 


(u)          “Related Entity” means any subsidiary, and any
business, corporation, partnership, limited liability company or other entity designated by Board in which the Company or a subsidiary
holds a substantial ownership interest, directly or indirectly.


 


(v)          “Restricted Period” shall be the Term of Employment
and the one (1) year period immediately following termination of the Term of Employment. 


 


(w)         “Severance Amount” shall mean an amount equal to
one (1) times the sum of (A) the Executive’s annual Base Salary as in effect immediately prior to the Termination Date and
(B) the Executive’s Target Bonus for the Bonus Period in which termination occurs.


 


(x)          “Severance Term” means the twelve (12) month period
following the date on which the Term of Employment ends.


 


(y)          “Target Bonus” means the target annual incentive
award opportunity for the applicable Bonus Period.


 


(z)          “Term of Employment” means the period during which
the Executive shall be employed by the Company pursuant to the terms of this Agreement.


 


(aa)        “Termination Date” means the date on which the
Term of Employment ends.


 


(bb)       “Termination Year Bonus” means Bonus payable under
Section 4(b)(iii) hereof for the Bonus Period in which the Executive’s employment with the Company terminates for any reason
other than by the Company for Cause or by the Executive without Good Reason.


 


2.            Employment.





 


(a)          Employment
and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company during
the Term of Employment on the terms and conditions set forth herein.


 






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(b)          Duties
of Executive.  During the Term of Employment, the Executive shall be employed and serve as the Chief Financial Officer (“CFO”),
Chief Operating Officer (“COO”) and Secretary of the Company, and shall have such authority, duties and responsibilities
typically associated with such titles. The Executive shall faithfully and diligently perform all services as may be assigned to
him by the Chief Executive Officer (the “CEO”) of the Company or the Board, and shall exercise such power and
authority as may from time to time be delegated to him by the CEO or the Board. The Executive shall devote substantially all of
his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best
of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in
any business relating to acquiring rented single family housing and portfolios in connection therewith during the Term of Employment,
including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes
with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment
in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be
a breach or violation of this Agreement for the Executive to (w) serve on corporate, civic or charitable boards or committees,
(x) deliver lectures, fulfill speaking engagements or teach at educational institutions, (y) continue to operate Alliance
Turnaround and its related companies and continue to work with Reven Capital and its related companies, or (z) manage personal
investments, so long as in each case such activities do not significantly interfere with or significantly detract from the performance
of the Executive’s responsibilities to the Company in accordance with this Agreement.


  


3.             Term.


 


(a)          Initial
Term. The initial Term of Employment under this Agreement, and the employment of the Executive hereunder, shall commence
on the Commencement Date and shall expire on the fifth (5th) anniversary of the Commencement Date, unless sooner terminated
in accordance with Section 6 hereof (the “Initial Term”).


 


(b)          Renewal Terms. At the end of the Initial Term, the Term of Employment automatically shall renew for
successive two (2) year terms (subject to earlier termination as provided in Section 6 hereof), unless the Company or the Executive
delivers written notice to the other at least ninety (90) days prior to the Expiration Date of its or his election not to renew
the Term of Employment.


 


4.             Compensation.


 


(a)          Base Salary. The Executive shall receive a Base Salary at the annual rate of $210,000
during the Term of Employment, with such Base Salary payable in installments consistent with the Company's normal payroll schedule,
subject to applicable withholding and other taxes. The Base Salary shall be reviewed, at least annually, for merit increases and
may, by action and in the discretion of the Compensation Committee of the Board, be increased at any time or from time to time,
but may not be decreased from the then current Base Salary.


 


(b)          Bonuses.


 


(i)   During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation plan,
program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation
Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity
under such plan or program equal to 50% of his current Base Salary, a target bonus opportunity (the “Target Bonus”)
under such plan or program equal to 100% of his current Base Salary, and a maximum bonus under such plan or program equal to 200%
of his current Base Salary, in each case based on satisfaction of performance criteria to be established by the Compensation Committee
of the Board within the first 3 months of each fiscal year that begins during the Term of Employment. Payment of annual incentive
compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual
incentive compensation awards.


 






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(ii)Any Bonus,
including without limitation any Termination Year Bonus payable under Section 6 hereof, earned for any calendar year shall be paid
within 60 days after the end of the fiscal year to which such Bonus relates and subject to the Compensation Committee’s certification
that the Bonus has been earned.


 


(iii)For the Bonus
Period in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause
or by the Executive without Good Reason, the Company shall pay the Executive a pro rata portion (based upon the period ending on
the date on which the Executive’s employment with the Company terminates) of the Bonus otherwise payable under Section 4(b)(i)
for the bonus period in which such termination of employment occurs (the “Termination Year Bonus”); provided,
however, that (A) the bonus period shall be deemed to end on the last day of the fiscal quarter of the Company in which the Executive’s
employment so terminates, and (B) the business criteria used to determine the bonus for this short bonus period shall be annualized,
applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board.


 


(iv)The Executive
shall receive such additional bonuses, if any, as the Compensation Committee may in its sole and absolute discretion determine.


 


5.             Expense Reimbursement and Other Benefits.


 


(a)           Reimbursement of Expenses. Upon the submission of proper substantiation by the Executive, and subject
to such rules and guidelines as the Company may from time to time adopt with respect to the reimbursement of expenses of executive
personnel, the Company shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive during
the Term of Employment in the course of and pursuant to the business of the Company. The Executive shall account to the Company
in writing for all expenses for which reimbursement is sought and shall supply to the Company copies of all relevant invoices,
receipts or other evidence reasonably requested by the Company.


 


(b)           Compensation/Benefit Programs. During the Term of Employment, the Executive shall be entitled to participate
in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans (collectively,
the “Welfare Plans”), and any and all other plans as are presently and hereinafter offered by the Company
to its executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general
eligibility and participation provisions set forth in such plans. The Company shall pay for the premiums on behalf of the Executive
with respect to his participation in the Company’s Welfare Plans.


 






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(c)           Working
Facilities. During the Term of Employment, the Company shall furnish the Executive with an office, secretarial help and
such other facilities and services suitable to his position and adequate for the performance of his duties hereunder.


 


(d)           Equity
Awards. During the Term of Employment, the Executive shall be eligible to be granted Equity Awards under (and therefore
subject to all terms and conditions of) the Reven Housing REIT, Inc. 2012 Incentive Compensation Plan, as may be amended from
time to time (the “Equity Plan”) or such other plans or programs as the Company may from time to time
adopt, and subject to all rules of regulation of the Securities and Exchange Commission applicable thereto. The number and type
of Equity Awards, and the terms and conditions thereof, shall be determined by the Compensation Committee of the Board, in its
discretion and pursuant to the Equity Plan or the plan or arrangement pursuant to which they are granted.


 


(e)           Vacation;
Other Benefits. The Executive shall be entitled to four (4) weeks of paid vacation each calendar year during the Term
of Employment, to be taken at such times as the Executive and the Company shall mutually determine and provided that no vacation
time shall significantly interfere with the duties required to be rendered by the Executive hereunder. Any vacation time not taken
by Executive during any calendar year may be carried forward into any succeeding calendar years, provided, however, that in no
event shall the amount of vacation accrued be more than eight (8) weeks during any calendar year. The Executive shall receive
such additional benefits, if any, as the Compensation Committee of the Board of the Company shall from time to time determine.


 


6.             Termination.


 


(a)           General.
The Term of Employment shall terminate upon the earliest to occur of (i) the Executive’s death, (ii) a termination
by the Company by reason of the Executive’s Disability, (iii) a termination by the Company with or without Cause, or (iv) a
termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except
as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, the Executive shall resign from
any and all directorships, committee memberships or any other positions Executive holds with the Company or any of its subsidiaries.


 


(b)           Termination
By Company for Cause. The Company shall at all times have the right, upon written notice to the Executive, to terminate
the Term of Employment, for Cause. In no event shall a termination of the Executive’s employment for Cause occur unless
the Company gives written notice to the Executive in accordance with this Agreement stating with reasonable specificity the events
or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable) within a reasonable period
of time. Cause shall in no event be deemed to exist except upon a decision made by the Board, at a meeting, duly called and noticed,
to which the Executive (and the Executive’s counsel) shall be invited upon proper notice. For purposes of this Section 6(b),
any good faith determination by the Board of Cause shall be binding and conclusive on all interested parties. In the event that
the Term of Employment is terminated by the Company for Cause, Executive shall be entitled only to the Accrued Obligations.


 






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(c)           Disability.
The Company or the Executive shall have the right, to the extent permitted by law, to terminate the employment of the
Executive upon at least ninety (90) days’ prior written notice to the other party, provided that the Company shall
not have the right to terminate the Executive’s employment in accordance with this Section if, (i) in the opinion
of a qualified physician reasonably acceptable to both parties, it is reasonably certain that the Executive will be able to resume
his or her duties on a regular full-time basis within one hundred eighty (180) days of the date that the notice of such termination
is delivered, and (ii) upon the expiration of such one hundred eighty (180) day period, the Executive has resumed his
or her duties on a regular full-time basis.


 


In the event that the
Term of Employment is terminated due to the Executive’s Disability, the Executive shall be entitled to:


 


(i)    the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(ii)   the Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(iii)  a lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination
Date;


 


(iv)  the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical
group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents)
for a period of 18 months after such termination or the expiration of the period in which COBRA coverage must be provided, whichever
is less; and


 


(v) all Equity
Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date
of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for
a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock
options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect
to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock
on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock
options have not been exercised at the time of the Termination. Such cash payment shall be made within thirty (30) days of the
Termination Date.


 


(d)          Death.
In the event that the Term of Employment is terminated due to the Executive’s death, the Executive shall be entitled
to:


 


(i)    the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(ii)   the Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended;


 






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(iii)  a lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination
Date;


 


(iv)  the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical
group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents)
for a period of 18 months after such termination or the expiration of the period in which COBRA coverage must be provided, whichever
is less; and


 


(v) all Equity
Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date
of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for
a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock
options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect
to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock
on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock
options have not been exercised at the time of the Termination. Such cash payment shall be made within thirty (30) days of the
Termination Date.


 


(e)           Termination
Without Cause. The Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive
not less than ninety (90) days prior to the effective date of such termination. In the event that the Term of Employment is terminated
by the Company without Cause (other than due to the Executive’s death or Disability) the Executive shall be entitled to:


 


(i)     The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(ii)    The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(iii)   A lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination
Date; and


 


(iv)   the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical
group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents)
for a period of 18 months after such termination or the expiration of the period in which COBRA coverage must be provided, whichever
is less; and


 


(v) All Equity
Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date
of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for
a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock
options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect
to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock
on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock
options have not been exercised at the time of the Termination. Such cash payment shall be made within thirty (30) days of the
Termination Date.


 






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(f)            Termination
by Executive for Good Reason. The Executive may terminate the Term of Employment for Good Reason upon written notice to
the Company if all of the requirements for a Good Reason set forth in Section 1(q) hereof have been met, and the Executive shall
be entitled to the same payments and benefits as provided in Section 6(e) above for a termination without Cause.


 


(g)           Termination
by Executive Without Good Reason. The Executive may terminate his employment without Good Reason by providing the Company
ninety (90) days’ written notice of such termination. In the event of a termination of employment by the Executive under
this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s
employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date
of termination and still have it treated as a termination without Good Reason.


 


(h)           Termination
Upon Expiration Date. In the event that Executive’s employment with the Company terminates upon the expiration of
the Term of Employment, the Executive shall be entitled to the Accrued Obligations, payable as and when those amounts would have
been payable had the Term of Employment not ended. In addition, if the Term of Employment terminates either because the Company
refused to extend the Term of Employment without Cause, or for reason of the Executive’s Disability, or the Executive refused
to extend the Term for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in Section 6(e)
above for a termination without Cause.


 


(i)            Change
in Control of the Company. If the Executive’s employment is terminated by the Company without Cause or by the Executive
for Good Reason during the twelve (12) month period immediately following the Change in Control, then in lieu of any amounts otherwise
payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to:


 


(i)     The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(ii)    The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended;


 


(iii)   A lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination
Date; and


 


(iv)   the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical
group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents)
for a period of 18 months after such termination or the expiration of the period in which COBRA coverage must be provided, whichever
is less; and


 






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(v) All Equity
Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date
of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for
a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock
options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect
to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock
on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock
options have not been exercised at the time of the Termination. Such cash payment shall be made within thirty (30) days of the
Termination Date.


 


(j)            Release.
Any payments due to Executive under this Article 6 (other than the Accrued Obligations or any payments due on account
of the Executive’s death) shall be conditioned upon Executive’s execution of a general release of claims in the form
attached hereto as Exhibit A (subject to such modifications as the Company reasonably may request) that becomes irrevocable
within thirty (30) days of the Termination Date. If the foregoing release is executed and delivered and no longer subject to revocation
as provided in the preceding sentence, then the following shall apply:


 


(i)To the extent
any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Section 409A,
then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed
and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall
include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement
had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided
herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced
immediately following the Termination Date.


 


(ii)To the extent
any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Section 409A
of the Code, then such payments or benefits shall be made or commence upon the thirty-first (31st) day following the Termination
Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the
terms of this Agreement had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall
continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such
benefits commenced immediately following the Termination Date.


 


The Company shall provide
that Executive may continue to participate in any benefits delayed pursuant to this Section 6(j) during the period of such delay,
provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would
otherwise commence pursuant to this Section 6(j), the Company may reimburse the Executive the Company’s share of the cost
of such benefits, to the extent that such costs otherwise would have been paid by the Company or to the extent that such benefits
otherwise would have been provided by the Company at no cost to the Executive, in each case had such benefits commenced immediately
upon the Executive’s Termination Date. Any remaining benefits shall be reimbursed or provided by the Company in accordance
with the schedule and procedures specified herein.


 






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(k)           Cooperation.
Following the Term of Employment, the Executive shall give his assistance and cooperation willingly, upon reasonable advance
notice with due consideration for his other business or personal commitments, in any matter relating to his position with the
Company, or his expertise or experience as the Company may reasonably request, including his attendance and truthful testimony
where deemed appropriate by the Company, with respect to any investigation or the Company’s defense or prosecution of any
existing or future claims or litigations or other proceedings relating to matters in which he was involved or potentially had
knowledge by virtue of his employment with the Company. In no event shall his cooperation materially interfere with his services
for a subsequent employer or other similar service recipient. To the extent permitted by law, the Company agrees that (i) it shall
promptly reimburse the Executive for his reasonable and documented expenses in connection with his rendering assistance and/or
cooperation under this Section 6(k) upon his presentation of documentation for such expenses and (ii) the Executive shall be reasonably
compensated for any continued material services as required under this Section 6(k).


 


(l)            Return
of Company Property. Following the Termination Date, the Executive or his personal representative shall return all Company
property in his possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile
machines, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of
any documentation or information (however stored) relating to the business of the Company, its customers and clients or its prospective
customers and clients (provided that the Executive may retain any cell or smart phone, laptop


 


or iPad including all
copies of the addresses contained in his rolodex, palm pilot, PDA or similar device).


 


(m)          Compliance
with Section 409A.


 


(i)           General. It is the intention of both the Company and the Executive that the benefits and rights to which the
Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other
guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section
409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention.
If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not
so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits
and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive and on the
Company).


 


(ii)          Distributions on Account of Separation from Service. If and to the extent required to comply with Section
409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment
shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.


 






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(iii)         6 Month Delay for Specified Employees. 


 


(A)            
If the Executive is a “specified employee”, then no payment or benefit that is payable on account of the Executive’s
“separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that
is six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s
death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation)
under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed
by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in
order to catch up to the original payment schedule.


 


(B)             
For purposes of this provision, the Executive shall be considered to be a “specified employee” if, at the time
of his or her separation from service, the Executive is a “key employee”, within the meaning of Section 416(i) of the
Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b)
or Section 414(c) of the Code) any stock in which is publicly traded on an established securities market or otherwise.


 


(iv)         No Acceleration of Payments. Neither the Company nor the Executive, individually or in combination, may accelerate
any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement,
and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating
Section 409A.


 


(v)          Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A
to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as
a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement
shall be treated as a right to a series of separate payments.


 


(vi)         Taxable Reimbursements and In-Kind Benefits. 


 


(A)            
Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable
from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall
be made by no later than the last day of the taxable year of the Executive following the year in which the expense was incurred.


 


(B)             
The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Executive, during
any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other taxable year of the Executive.


 






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(C)             
The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.


 


(vii)        No Guaranty of 409A Compliance. Notwithstanding the foregoing, the Company does not make any representation
to the Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section
409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary
of the Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may
incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with
respect thereto, is deemed to violate any of the requirements of Section 409A.


 


7.             Restrictive Covenants.


 


(a)           Non-Competition. At all times during the Restricted Period,
the Executive shall not, directly or indirectly (whether as a principal, agent, partner, employee, officer, investor, owner, consultant,
board member, security holder, creditor or otherwise), engage in any Competitive Activity, or have any direct or indirect interest
in any sole proprietorship, corporation, company, partnership, association, venture or business or any other person or entity that
directly or indirectly (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security
holder, creditor, or otherwise) engages in a Competitive Activity; provided that the foregoing shall not apply to the Executive's
ownership of Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities of any issuer
that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, and that are listed or admitted for trading
on any United States national securities exchange or that are quoted on the Nasdaq Stock Market, or any similar system or automated
dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class
of capital stock of such corporation. 


 


(b)           Nonsolicitation of Employees and Certain Other Third Parties. At
all times during the Restricted Period, the Executive shall not, directly or indirectly, for himself or for any other person, firm,
corporation, partnership, association or other entity (i) employ or attempt to employ or enter into any contractual arrangement
with any employee, or independent contractor performing services for the Company, or any Related Entity, unless such employee or
independent contractor, has not been employed or engaged by the Company for a period in excess of six (6) months, and/or (ii) call
on, solicit, or engage in business with, any of the actual or targeted prospective customers or clients of the Company or any Related
Entity on behalf of any person or entity in connection with any Competitive Activity, nor shall the Executive make known the names
and addresses of such actual or targeted prospective customers or clients, or any information relating in any manner to the trade
or business relationships of the Company or any Related Entities with such customers or clients, other than in connection with
the performance of the Executive’s duties under this Agreement, and/or (iii) persuade or encourage or attempt to persuade
or encourage any persons or entities with whom the Company or any Related Entity does business or has some business relationship
to cease doing business or to terminate its business relationship with the Company or any Related Entity or to engage in any Competitive
Activity on its own or with any competitor of the Company or any Related Entity. Notwithstanding the above, nothing shall prevent
the Executive from soliciting loans, investment capital, or the provision of management services from third parties engaged in
the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with the operations of
the Business.


 






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(c)           Confidential
Information. The Executive shall not at any time divulge, communicate, use to the detriment of the Company or any Related
Entity or for the benefit of any other person or persons, or misuse in any way, any Confidential Information pertaining
to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Executive with respect to
the business of the Company or any Related Entity (which shall include, but not be limited to, information concerning the Company's
or any Related Entity’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of
doing business) shall be deemed a valuable, special and unique asset of the Company and its Related Entities that
is received by the Executive in confidence and as a fiduciary, and the Executive shall remain a fiduciary to the Company and its
Related Entities with respect to all of such information. Notwithstanding the foregoing, nothing herein shall be
deemed to restrict the Executive from disclosing Confidential Information as required to perform his duties under this Agreement
or to the extent required by law. If any person or authority makes a demand on the Executive purporting to legally compel him
to divulge any Confidential Information, the Executive immediately shall give notice of the demand to the Company so that the
Company may first assess whether to challenge the demand prior to the Executive’s divulging of such Confidential Information.
The Executive shall not divulge such Confidential Information until the Company either has concluded not to challenge the demand,
or has exhausted its challenge, including appeals, if any. The Executive shall deliver promptly to the Company upon termination
of his services for the Company, or at any time as the Company may request, all memoranda, notes, records, reports, manuals, drawings,
designs, computer files in any media and other documents (and all copies thereof) containing such Confidential Information.


 


(d)           Intellectual
Property. The Executive hereby assigns and agrees to assign in the future
to the Company all the Executive’s right, title and interest in and to any and all such work products whether or not patentable
or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Executive, either
individually or jointly with others, during Executive’s employment with the Company (“Intellectual Property”).
This Agreement does not apply to any invention that qualifies as nonassignable under Section 2870 of the California Labor Code.
Executive acknowledges that he has reviewed the notification set forth in Exhibit B hereto and agrees that his signature
acknowledges receipt and review of the notification.


 


(e)           Books
and Records. All books, records, and accounts relating in any manner to the customers or clients of the Company or its
Related Entities, whether prepared by the Executive or otherwise coming into the Executive's possession, shall be the exclusive
property of the Company and its Related Entities and shall be returned immediately to the Company on termination of the Executive's
employment hereunder or on the Company's request at any time.


 






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(f)            Acknowledgment
by Executive. The Executive acknowledges and confirms that the restrictive covenants contained in this Section 7 (including
without limitation the length of the term of the provisions of this Section 7) are reasonably necessary to protect the legitimate
business interests of the Company and its Related Entities, and are not overbroad, overlong, or unfair and are not the result
of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that the compensation payable
to the Executive under this Agreement is in consideration for the duties and obligations of the Executive hereunder, including
the restrictive covenants contained in this Section 7, and that such compensation is sufficient, fair and reasonable. The Executive
further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this
Section 7 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained
herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or
otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his
creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company and its Related Entities
is such as would cause the Company and its Related Entities serious injury or loss if he were to use such ability and knowledge
to the benefit of a competitor or were to compete with the Company or its Related Entities in violation of the terms of this Section
7. The Executive further acknowledges that the restrictions contained in this Section 7 are intended to be, and shall be, for
the benefit of and shall be enforceable by, the Company’s successors and assigns. The Executive expressly agrees that upon
any breach or violation of the provisions of this Section 7, the Company shall be entitled, as a matter of right, in addition
to any other rights or remedies it may have, to (i) temporary and/or permanent injunctive relief in any court of competent jurisdiction
as described in Section 7(i) hereof, and (ii) such damages as are provided at law or in equity. The existence of any claim or
cause of action against the Company or its Related Entities, whether predicated upon this Agreement or otherwise, shall not constitute
a defense to the enforcement of the restrictions contained in this Section 7.


 


(g)           Reformation
by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Article 7 is
invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Article
7 within the jurisdiction of such court, such provision shall be interpreted or reformed and enforced as if it provided for the
maximum restriction permitted under such governing law.


 


(h)           Extension
of Time. If the Executive shall be in violation of any provision of this Section 7, then each time limitation set forth
in this Section 7 shall be extended for a period of time equal to the period of time during which such violation or violations
occur. If the Company or any of its Related Entity seeks injunctive relief from such violation in any court, then the covenants
set forth in this Section 7 shall be extended for a period of time equal to the pendency of such proceeding including all appeals
by the Executive.


 


(i)            Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants
contained in Section 7 of this Agreement will cause irreparable harm and damage to the Company and its Related Entities, the monetary
amount of which may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the
Company and its Related Entities shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining
any violation of any or all of the covenants contained in Section 7 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition
to whatever other remedies the Company may possess.


 






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8.             Representations
and Warranties of Executive.  The Executive represents and warrants to the Company that:


 


(a)           The Executive’s employment will not conflict with or result in his breach of any agreement to which he is a party
or otherwise may be bound; 


 


(b)           The Executive has not violated, and in connection with his employment with the Company will not violate, any non-solicitation,
non-competition or other similar covenant or agreement of a prior employer by which he is or may be bound; and 


 


(c)           In connection with Executive’s employment with the Company, he will not use any confidential or proprietary information
that he may have obtained in connection with employment with any prior employer.


 


9.             Taxes.
Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder
to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company
may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts,
in whole or in part, the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as
required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.


 


10.           Assignment.
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in
part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company
may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of
law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party
hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer
this Agreement or any rights or obligations hereunder.


 


11.           Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State
of California, without regard to principles of conflict of laws.


 


12.           Jurisdiction
and Venue. The parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution
of this Agreement occurred or shall occur in San Diego, California, and that, therefore, without limiting the jurisdiction or
venue of any other federal or state courts, each of the parties irrevocably and unconditionally (i) agrees that any suit, action
or legal proceeding arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to
be brought in a court of law, shall be brought in the courts of record of the State of California in San Diego County or the court
of the United States, Southern District of California; (ii) consents to the jurisdiction of each such court in any such suit,
action or proceeding; (iii) waives any objection which it or he may have to the laying of venue of any such suit, action or proceeding
in any of such courts; and (iv) agrees that service of any court papers may be effected on such party by mail, as provided in
this Agreement, or in such other manner as may be provided under applicable laws or court rules in such courts.


 






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13.           Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written,
between the Executive and the Company (or any of its Related Entities) with respect to such subject matter. This Agreement may
not be modified in any way unless by a written instrument signed by both the Company and the Executive.


 


14.           Survival.
The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s
employment hereunder, including without limitation, the Company’s obligations under Section 6 and the Executive’s
obligations under Section 7 above, and the expiration of the Term of Employment, to the extent necessary to the intended preservation
of such rights and obligations.


 


15.           Notices.
All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier,
sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth
herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery
and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced
by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company,
addressed to 7911 Herschel Avenue, Suite 201, La Jolla, California 92037, Attention: Chief Executive Officer, and (ii) if
to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party
shall request by notice to the other in accordance with this provision.


 


16.           Benefits;
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation,
any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.


 


17.           Right
to Consult with Counsel; No Drafting Party. The Executive acknowledges having read and considered all of the provisions
of this Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the
Executive agrees that the obligations created hereby are not unreasonable. The Executive acknowledges that he has had an opportunity
to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor
of or against a party on the basis of who drafted the Agreement.


 






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18.           Severability.
The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained
in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of
which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences,
clauses, provisions, sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section
or sections or article or articles had not been inserted. If such invalidity is caused by length of time or size of area, or both,
the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity.


 


19.           Waivers.
The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate
nor be construed as a waiver of any subsequent breach or violation.


 


20.           Damages;
Attorneys Fees. Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering
from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement.
In the event that either party hereto seeks to collect any damages resulting from, or the injunction of any action constituting,
a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable costs
and attorneys' fees of the other.


 


21.           Waiver
of Jury Trial. The Executive hereby knowingly, voluntarily and intentionally waives any right that the Executive may have
to a trial by jury in respect of any litigation based hereon, or arising out of, under or in connection with this Agreement and
any agreement, document or instrument contemplated to be executed in connection herewith, or any course of conduct, course of
dealing statements (whether verbal or written) or actions of any party hereto.


 


22.           Set-off.
The Company shall have the right to set-off any amounts payable by the Executive to the Company against any Base Salary
or other payments by the Company to the Executive pursuant to this Agreement; provided, however, that if and to the extent required
to comply with Section 409A of the Code, the Company may not set-off any amount payable to the Executive that is deferred compensation
subject to Section 409A unless the amount payable by the Executive was incurred in the ordinary course of the service relationship
between the Executive and the Company, the entire amount being set-off in any taxable year of the Company does not exceed $5,000,
and the set off is made at the same time and in the same amount as the debt otherwise would have been due and collected from the
Executive (and/or such other requirements are met so as to avoid any violation of Section 409A of the Code as a result of the
set-off).


 


23.           Section
Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.


 






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24.           No
Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer
upon or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal
representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.


 


25.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument and agreement.


 


26.           Indemnification.


 


(a)        Subject to limitations imposed by law, the Company shall indemnify and hold harmless the Executive to the fullest extent
permitted by law from and against any and all claims, damages, expenses (including attorneys' fees), judgments, penalties, fines,
settlements, and all other liabilities incurred or paid by him in connection with the investigation, defense, prosecution, settlement
or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
and to which the Executive was or is a party or is threatened to be made a party by reason of the fact that the Executive is or
was an officer, employee or agent of the Company, or by reason of anything done or not done by the Executive in any such capacity
or capacities, provided that the Executive acted in good faith, in a manner that was not grossly negligent or constituted willful
misconduct and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company also shall pay any
and all expenses (including attorney's fees) incurred by the Executive as a result of the Executive being called as a witness in
connection with any matter involving the Company and/or any of its officers or directors.


 


(b)        The Company shall pay any expenses (including attorneys' fees), judgments, penalties, fines, settlements, and other liabilities
incurred by the Executive in investigating, defending, settling or appealing any action, suit or proceeding described in this Section
26 in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount of such expenses
to the Executive, but in no event later than 10 days following the Executive's delivery to the Company of a written request for
an advance pursuant to this Section 26, together with a reasonable accounting of such expenses.


 


(c)        The Executive hereby undertakes and agrees to repay to the Company any advances made pursuant to this Section 26 if and
to the extent that it shall ultimately be found that the Executive is not entitled to be indemnified by the Company for such amounts.


 


(d)        The Company shall make the advances contemplated by this Section 26 regardless of the Executive's financial ability to make
repayment, and regardless whether indemnification of the Indemnitee by the Company will ultimately be required. Any advances and
undertakings to repay pursuant to this Section 26 shall be unsecured and interest-free.


 


(e)        The provisions of this Section 26 shall survive the termination of the Term of Employment or expiration of the term of this
Agreement.


 






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


 





	 	COMPANY:
	 	 
	 	REVEN HOUSING REIT, INC., a Maryland corporation
	 	 
	 	By: /s/ Chad Carpenter                      
	 	Name:  Chad Carpenter
	 	Title:    Chief Executive Officer
	 	 
	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	/s/ Thad L. Meyer                              
	 	THAD L. MEYER







 





 






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EXHIBIT A

FORM OF RELEASE


 


RELEASE
OF CLAIMS


 


1.                 
_______________ (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives
and their respective successors and assigns, in exchange for the consideration received pursuant to Sections 6(c) (in the case
of Disability), Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Employment Agreement to which this release is
attached as Exhibit A (the “Employment Agreement”), to which the Executive would not otherwise be entitled,
and except as otherwise set forth in this Agreement, does hereby release and forever discharge _____________________ (the “Company”),
its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders
or agents in such capacities (collectively with the Company, the “Released Parties”) from any and all actions,
causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever,
whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with
Executive’s employment or termination thereof, whether for tort, for breach of express or implied employment contract, wrongful
discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result
of loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and
through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age
Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among
other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting
the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the
date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and
forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed
on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall
not apply to (i) any rights to receive any payments or benefits pursuant to Section [ ] of the Employment Agreement, (ii) any rights
or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification
rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any
claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries
or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the
Company.


 


In addition, Executive
hereby acknowledges and agrees that he has read and understand Section 1542 of the Civil Code of the State of California, which
reads as follows:


 


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.”


 


In connection with
such waiver and the above releases, Executive acknowledges that he is aware that he may hereafter discover facts in addition to
or different from those which he now knows or believes to be true, but that it is his intention hereby to fully, finally, and forever
settle and release all such claims, matters, disputes, and differences, known or unknown, fixed or contingent, suspected or unsuspected,
except as specifically set forth in this Agreement.  The release given herein shall be and remain in effect as full and complete
releases notwithstanding the discovery or existence of any such additional or different facts.


 






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Executive hereby expressly
waives and relinquishes all rights and benefits under that Section and any law or legal principle of similar effect in any jurisdiction
with respect to the Executive’s release of unknown and unsuspected claims given in this Release. Executive have been advised
by counsel and understand the meaning and consequences of Section 1542 and his waiver of said Section and its protections is knowing
and voluntary.


 


2.         Executive represents that he has not filed against the Released Parties any complaints, charges, or lawsuits arising out
of his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees
that he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings
with any governmental agency, or against the Released Parties with respect to any of the matters released by Executive pursuant
to paragraph 1 hereof (a “Proceeding”); provided, however, Executive shall not have relinquished
his right to commence a Proceeding to challenge whether Executive knowingly and voluntarily waived his rights under ADEA.


 


3.         Executive hereby acknowledges that the Company has informed him that he has up to twenty-one (21) days to sign this General
Release of Claims and he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of
Claims earlier. Executive also understands that he shall have seven (7) days following the date on which he signs this General
Release of Claims within which to revoke it by providing a written notice of his revocation to the Company.


 


4.         Executive acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance
with the internal laws of the State of California applicable to contracts made and to be performed entirely within such State.


 


5.         Executive acknowledges that he has read this General Release of Claims, that he has been advised that he should consult
with an attorney before he executes this general release of claims, and that he understands all of its terms and executes it voluntarily
and with full knowledge of its significance and the consequences thereof.


 


6.         This General Release of Claims shall take effect on the eighth day following Executive’s execution of this General
Release of Claims unless Executive’s written revocation is delivered to the Company within seven (7) days after such execution.


 


 


_____________________________________________


 


 


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EXHIBIT B

LIMITED EXCLUSION NOTIFICATION


 


THIS IS TO NOTIFY
you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does
not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without
using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:


 


1.         Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably
anticipated research or development of the Company; or


 


2.         Result from any work performed by you for the Company.


 


To the extent a provision in the foregoing
Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against
the public policy of this state and is unenforceable.


 


This limited exclusion does not apply to
any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title
to such patent or invention to be in the United States.


 


I ACKNOWLEDGE RECEIPT of a copy of
this notification.


 





	Dated:  _______________	 	THAD MEYER
	 	 	 
	 	 	 
	 	 	 
	 	 	_________________________
	 	 	Employee Signature







 






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