EXHIBIT 10.26


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT, dated the 1st day of October, 2019, is by and between PetVivo Holdings, Inc. a Nevada corporation
(“Company”), and John Carruth, an individual having a primary residence at ___________________________________ (“Executive”).


 


RECITALS


 


A.
Company wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief Financial Officer of the Company.


 


B.
In consideration of the foregoing premises and the parties’ mutual covenants and undertakings contained in this Agreement,
the Company and Executive agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


Capitalized
terms used in the Agreement shall have their defined meaning throughout the Agreement. The following terms shall have the meanings
set forth below, unless the context clearly requires otherwise.


 


1.1
“Agreement” means this Executive Employment Agreement, as from time to time amended.


 


1.2
“Base Salary” means the total annual cash/warrant compensation payable on a regular periodic basis.


 


1.3
“Beneficiary” means the person or persons designated in writing to the Company by Executive to receive benefits
payable after Executive’s death. In the absence of such designation or in the event that all of the persons so designated
predecease Executive, Beneficiary means the executor, administrator or personal representative of Executive’s estate.


 


1.4
“Board” means the Board of Directors of the Company.


 


1.5
“Cause” has the meaning set forth at paragraph 4.1 of this Agreement.


 


1.6
“Change in Control” means:


 


	 	(a)	the
    Company consummates a merger, consolidation, share exchange, division or other reorganization of the Company with any corporation
    or entity (other than an entity owned at least 80% by the Company) in which the Company is not the surviving entity or 50%
    of the Company’s then existing Board is replaced; or
	 	 	 
	 	(b)	the
    shareholders of the Company approve an agreement for the sale or disposition (in one transaction or a series of transactions)
    of assets of the Company, the total consideration of which is greater than 51% of the total fair market value of the Company;
    or


 




    	 



    	 



    

 


	 	(c)	the
    shareholders of the Company approve an agreement for the sale or disposition (in one transaction or a series of transactions)
    of stock in the Company, the total sale or disposition of which is greater than 51% of the total common stock of the Company;
    or
	 	 	 
	 	(d)	the
    Company adopts a plan of complete liquidation or winding-up of the Company.


 


Such
definition shall not include a follow-up Public Offering by Company or additional equity capital obtained by the Company pursuant
to the approval of a majority of the Board.


 


1.7
“Company” means all of the following, jointly and severally: (a) PetVivo Holdings, Inc; (b) any Subsidiary; and
(c) any Successor.


 


1.8
“Confidential Information” means information that is proprietary to the Company or proprietary to others and entrusted
to the Company, whether or not trade secrets. Confidential Information includes, but is not limited to, information relating to
business and operating plans and to business as conducted during Executive’s employment with the Company or anticipated
to be conducted as evidenced by Company documents in existence as of the Date of Termination, and to past or current or anticipated
as evidenced by Company documents in existence (as of the Date of Termination) products or services. Confidential Information
also includes, without limitation, information concerning research, development, purchasing, accounting, marketing, distribution
and selling. All information that Executive has a reasonable basis to consider confidential is Confidential Information, whether
or not originated by Executive and without regard to the manner in which Executive obtains access to this and any other proprietary
information.


 


1.9
“Disability” means the unwillingness or inability of Executive to perform Executive’s duties under this
Agreement because of incapacity due to physical or mental illness, bodily injury, immediate household family illness or disease
for a period of six (6) months.


 


1.10
“Executive” means John Carruth.


 


1.11
“Financing” means funds raised for the benefit of the Company, whether in the form of loans, venture capital financing
or other investments.


 


1.12
“Inventions” means ideas, developments, improvements and discoveries related to the business of the Company including
the products, methods of use and methods of manufacture of the Company, which have been identified by Executive while employed
and which the Company elects to pursue, whether or not such are patentable, copyrightable or protectable under any statutory or
regulatory scheme, and whether or not in writing or reduced to practice.


 


1.13
“Plan” means any bonus or incentive compensation agreement, plan, program, policy or arrangement sponsored, maintained
or contributed to by the Company, to which the Company is a party or under which employees of the Company are covered, including,
without limitation, any stock option, restricted stock or any other equity-based compensation plan, annual or long-term incentive
plan, and any employee benefit plan, such as thrift, pension, profit sharing, deferred compensation, medical, dental, disability,
accident, life insurance, automobile allowance, perquisite, fringe benefit, vacation, sick or parental leave, severance or relocation
plan or policy or any other agreement, plan, program, policy or arrangement intended to benefit employees or executive officers
of the Company.


 




    	 



    	 



    

 


1.14
“Subsidiary” means any corporation at least a majority of whose securities having ordinary voting power for the
election of directors (other than securities having such power only by reason of the occurrence of a contingency) is at the time
owned by the Company and/or one or more Subsidiaries.


 


1.15
“Successor” has the meaning set forth at paragraph 8.3(a) of this Agreement.


 


1.16
“Works of Authorship” means writings, drawings, software, trademarks and any other works of authorship, whether
or not such are copyrightable or can be trademarked.


 


ARTICLE
II.


EMPLOYMENT,
DUTIES, AND TERM


 


2.1
Employment. Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive
accepts such employment, as the Chief Financial Officer of the Company. Except as expressly provided herein, termination of this
Agreement by either party or by mutual agreement of the parties shall also terminate Executive’s employment by the Company.


 


2.2
Duties. During the term of this Agreement, and excluding any periods of vacation, sick, disability or other leave to which
Executive is entitled, Executive agrees to devote his full-time attention and time to the business and affairs of the Company
unless other arrangements are approved by the Chief Financial Officer or the Board of Directors of the Company and, to the extent
necessary to discharge the responsibilities assigned to Executive hereunder, by the Chief Executive Officer or Board of Directors
and under the Company’s bylaws, as amended from time to time, and to use Executive’s reasonable best efforts to perform
faithfully and efficiently such responsibilities. At the beginning of employment and for each subsequent year thereafter during
the Term of this Agreement, the Executive and the Board of Directors will prepare a mutually agreed upon annual performance plan
outlining the Executive’s anticipated tasks, milestones and objectives for the upcoming calendar year (“Performance
Plan”). During the term of this Agreement, it shall not be a violation of this Agreement for Executive to serve on corporate,
civic, non-profit or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions
and manage personal investments, so long as such activities do not interfere with the performance of Executive’s responsibilities
as an employee of the Company in accordance with this Agreement or cause harm to the Company. Executive shall comply with the
Company’s policies and procedures provided, that to the extent such policies and procedures are inconsistent with this Agreement,
the provisions of this Agreement shall control.


 




    	 



    	 



    

 


2.3
Certain Proprietary Information. If Executive possesses any proprietary information of another person or entity as a result
of prior employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity
with respect to such proprietary information.


 


2.4
No Conflict. The Executive represents and warrants that Executive is not party to or subject to any agreement, covenant, understanding,
or under any obligation, contractual or otherwise, to any firm, person or corporation, which would prevent his employment by the
Company or adversely affect his ability to serve as an executive of the Company, as herein contemplated.


 


2.5
Term. Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on
the date set forth above and continue until September 30, 2022 (the “Term”).


 


2.6
Return of Proprietary Property. Executive agrees that all property in Executive’s possession belonging to Company, including
without limitation all documents, reports, manuals, memoranda, computer print-outs, magnetic and other media, computers, customer
lists, credit cards, keys, identification, products, access cards, automobiles, inventions, trademarks, copyrights, trade secrets
and all other property relating in any way to the business of the Company are the exclusive property of the Company, even if Executive
authored, created or assisted in authoring or creating such property. Executive shall return to the Company all such documents
and property immediately upon termination of employment or at such earlier time as the Company may reasonably request.


 


ARTICLE
III.


COMPENSATION,
BENEFITS AND EXPENSES


 


3.1
Base Salary. The Company shall pay Executive pay the Base Salary to Executive in gross bi-monthly payments of Four Thousand
One Hundred Sixty-Six and 67/100 Dollars ($4,166.67) payable on the 15th day and the last day of each month for the
term of this Agreement or until termination. At the Company’s discretion, it may pay the Base Salary to Executive as cash
or warrant for common stock at 125% of the cash value calculated using the Volume Weighted Average Price of the common stock of
PETVIVO in the last week of the quarter that Base Salary is accrued. Executive shall be paid a Base Salary at an annual rate that
is not less than One Hundred Thousand Dollars ($100,000.00) or such higher annual rate as may from time to time be approved by
the Board.


 


3.2
Warrant Shares. The Company will grant Executive a warrant providing the Executive the right to purchase shares of restricted
common stock of the Company. The terms in general will be as follows:


 


(a)
the Company will grant Executive a warrant for the purchase of 500,000 shares of the Company’s common stock, with an exercise
price of $0.50 per share, with a term of five years, which shall (if ever) vest as follows:


 





	 	(1)	33,337 shares at the end of the calendar quarter, beginning October 1, 2019 and ending December 31, 2019, when the warrant has
become vested with respect to 33,337 shares; and


 




    	 



    	 



    

 


	 	(2)	33,333 shares at the end of each calendar quarter, beginning January 1, 2020 and ending September 30, 2022, when the warrant has
become vested with respect to 366,663 shares; and
	 	 	 
	 	(3)	50,000 shares on the date of completion of the filing and subsequent approval of a Form S-1 Registration Statement with the U.S.
Securities and Exchange Commission (SEC); and
	 	 	 
	 	(4)	50,000 shares on the date of completion of a successful uplist to the NASDAQ.



 


Such
a warrant shall be subject to the terms and conditions as set forth in a separate warrant agreement to be executed by both parties,
a copy of which is attached hereto as Exhibit A. Stock ownership will also give rise to additional confidentiality obligations.


 


(b)
Annually in the spring commencing in 2021, the Company shall, without obligation, consider additional option or warrant grants
to Executive.


 


3.3
Bonus Compensation. Executive shall be eligible for discretionary cash and/or equity performance/incentive bonuses that are
approved and granted by the Board of Directors. The Board of Directors will consider such performance-based bonuses for the Executive
on a regular basis, which shall occur at least once each calendar year.


 


3.4
Benefits. Executive shall be eligible to participate in any and all executive or employee benefits, including but not limited
to any pension, equity incentive, health, welfare and fringe benefits Company maintains for its employees of similar tenure and
grade, subject to and on a basis consistent with the terms of each such Plan or program and consistent with executives of similar
tenure or grade.


 


3.5
Paid-Time-Off. Executive shall be entitled to Ten (10) days of paid-time-off per calendar year for vacation, sick leave and
all other personal leave, exclusive of days where executive’s work for company was accomplished by executive when out of
the office. The time or times at which such paid-time-off days are to be taken shall be reasonably determined by Executive consistent
with Executive’s duties and obligations under this Agreement. Executive may carry forward ten (10) paid-time-off days with
respect to a calendar year that are unused as of the last day of such calendar year, with Twenty (20) days to be the maximum paid-time-off
days that Executive shall have in any calendar year, unless such policy is changed by the Company but never less than Twenty (20)
day maximum per year.


 


3.6
Business Expenses. During the term of Executive’s employment under this Agreement the Company shall, in accordance with,
and to the extent of, its polices in effect from time to time, bear all reasonable, ordinary and necessary business expenses incurred
by Executive in performing Executive’s duties as an executive officer of the Company, including, without limitation, all
travel and living expenses while away from home on business in the service of the Company and entertainment expenses, provided
that Executive accounts promptly for such expense to the Company in the manner reasonably prescribed from time to time by the
Company. For all business expenses related to any action, activity, event or item that are anticipated to exceed $500, Executive
shall submit a written expense authorization form to the Company for approval prior to incurring any such business expense.


 




    	 



    	 



    

 


ARTICLE
IV.


TERMINATION


 


Notwithstanding
any other provision of this Agreement to the contrary or appearing to be to the contrary, Executive’s employment and this
Agreement may terminate as follows:


 


4.1
Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have
the right to immediately terminate the employment of Executive upon the occurrence of any of the following events (which events
shall constitute “Cause” for termination):


 


(a)
Executive shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under
this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company;


 


(b)
Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting
from physical or mental illness, including care required for physical or mental illness of Executive’s immediate family)
which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the failure
to substantially perform; or


 


(c)
Executive commits, is convicted of, or pleads nolo contendere to a crime involving dishonest conduct, moral turpitude
or relating directly to his duties as an employee of the Company.


 


 (d) Executive shall violate or refuse to obey the lawful and reasonable written instructions of the Chief Executive Officer, other supervising officer or the Board of the Company, provided that such instructions are not in violation of this Agreement or violate any local, state and/or federal laws or regulations;


 


(e)
Executive shall become disabled during the Term (Executive shall be deemed to be disabled if the Executive is eligible to receive
disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect,
Executive shall be deemed to be disabled if Executive is unable to perform the essential functions of his position with the Company,
with reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within
any 180-day period), or if Executive shall die during the Term of this Agreement.



 


If
the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery
of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately
upon death, and termination pursuant to subsection 4.1(a) or (b) under circumstances in which Executive is entitled to notice
of breach (or failure) and an opportunity to cure, in which case termination shall be effective immediately after the notice period
if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company.


 




    	 



    	 



    

 


4.2
Termination by Company for any Other Reason. Notwithstanding anything contained in this Agreement to the contrary,
the Company shall have the right to terminate the employment of Executive for any reason, including reasons other than those described
in Section 4.1, upon ten (10) days’ notice to Executive. Such termination shall be effective upon the expiration of such
10-day period. Company reserves the right to provide pay in lieu of notice for the 10-day period, conditioned upon the payment
is made in cash and not warrant shares.


 


4.3
Return of Property. Upon termination of Executive’s employment for any reason, be it voluntary or involuntary,
Executive shall promptly deliver to the Company (a) all records, manuals, books, documents, client lists, letters, reports, data,
tables, calculations, prototypes and any and all copies of any of the foregoing which are the property of the Company or which
relate in any way to the business or practices of the Company, and (b) all other property of the Company and Confidential Information
which in any of these cases are in his possession or under his control. Executive shall not retain any copies or summaries of
any kind of documents and materials covered by this Paragraph 4.3.


 


4.4
Payment Upon Termination. In the event Executive’s employment with the Company is terminated, the Company shall
continue to pay Executive all Salary and other payments due under the terms of this Agreement through the date of termination,
including payment for accrued but unused PTO. Termination of employment shall not affect vested benefits under any employee benefit
plans in which Executive participates. Following termination and if such benefits have been implemented, Executive shall have
the right to continue medical benefits and life insurance benefits pursuant to COBRA.


 


4.5
Surviving Rights. Notwithstanding the termination of Executive’s employment, the parties shall be required to
carry out any provisions hereof which contemplate performance subsequent to such termination; and such termination shall not affect
any liability or other obligation which shall have accrued prior to such termination, including, but not limited to, any liability
for loss or damage on account of a prior default.


 


ARTICLE
V.


CONFIDENTIAL
INFORMATION


 


5.1
Prohibitions Against Use. Executive will not during or subsequent to the termination of Executive’s employment under
this Agreement use or disclose, other than in connection with Executive’s employment with the Company, any Confidential
Information to any person not employed by the Company or not authorized by the Company to receive such Confidential Information,
without the prior written consent of the Company, which consent will not be unreasonably withheld by the Company. Executive will
use reasonable and prudent care to safeguard and protect and prevent the unauthorized use and disclosure of Confidential Information.
The obligations contained in this paragraph 5.1 will survive for as long as the Company in its sole judgment considers the information
to be Confidential Information. The obligations under this paragraph 5.1 will not apply to any Confidential Information that is
now or becomes generally available to the public through (i) no fault of Executive or (ii) to Executive’s disclosure of
any Confidential Information required by law or judicial or administrative process.


 




    	 



    	 



    

 


ARTICLE
VI.


NON-COMPETITION


 


6.1
Non-Competition. Subject to paragraph 6.2 and 6.3, Executive agrees that during the terms of this Agreement and for a period
of one (1) year following termination of employment for any reason, Executive will not, anywhere in the world, directly or indirectly,
alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity
in competition with the Company which activity involves the development, distribution, sales or marketing of manufactured matrix
materials containing proteins including, but not limited to, collagen-, elastin-, casein- or fibrin-containing products for any
medical application. For purposes of this paragraph, “shareholder” shall not include beneficial ownership of less
than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation
whose stock is traded on a major stock exchange or quoted on NASDAQ.


 


6.2
Covenant Not to Recruit. Executive recognizes that the Company’s workforce constitutes an important and vital aspect
of its business on a world-wide basis. Executive agrees that for a period of one year following the termination of this Agreement
for any reason whatsoever, he shall not solicit, or assist anyone else in the solicitation of, any of the Company’s then-current
employees to terminate their employment with the Company and to become employed by any business enterprise with which the Executive
may then be associated, affiliated or connected.


 


6.3
Judicial Modification. If any of the foregoing covenants are deemed by a court of competent jurisdiction to be unenforceable
because of their scope or duration, or the area or subject matter covered thereby, the Company and Executive agree that the court
making such determination shall have the power to reduce or modify the scope, duration, subject matter and/or area of such covenant
to the extent that allows the maximum scope, duration, subject matter and area permitted by applicable law.


 


ARTICLE
VII.


INVENTIONS


 


7.1
Disclosure and Assignment of Inventions and Other Works. Executive shall promptly disclose to the Company in writing all Inventions
and Works of Authorship which are conceived, made, discovered, written or created by Executive alone or jointly with another person,
group, or entity, whether during the normal hours of Executive’s employment at the Company or on Executive’s own time
during the term of this Agreement and for one year after termination of this Agreement. In addition, prior to his employment with
the Company, Executive generated the Inventions and Works of Authorship disclosed on Schedule A to this Agreement. All disclosures
shall be made by Executive to the Company in a written report setting forth in detail the structures, procedures and methodology
employed and the results achieved.


 


Executive,
by signing this Agreement, to the extent that he has the legal right to do so, hereby assigns and agrees to assign all rights,
title and interests to all such Inventions and Works of Authorship described above and as set forth on Schedule A to the Company
and hereby acknowledges that any and all of said Inventions and Works of Authorship are the property of the Company.


 




    	 



    	 



    

 


Executive
shall give the Company all the assistance it reasonably requires in order for Company to perfect, protect, and use its rights
to Inventions and Works of Authorship with appropriate compensation if such assistance occurs following termination of this Agreement.
Executive shall sign all such documents, take all such actions and supply all such actions and supply all such information that
the Company deems necessary or desirable in order to transfer or record the transfer of Executive’s entire right, title
and interest in such Inventions and Works of Authorship; and in order to enable the Company to obtain exclusive patent, copyright,
or other legal protection for Inventions and Works of Authorship. The Company shall bear all expenses in this regard.


 


7.2
Notice: Minnesota law exempts from this Agreement “an invention for which no equipment, supplies, facility or trade
secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does
not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research
or development, or (2) which does not result from any work performed by the employee for the employer.” For purposes of
this paragraph, the term “inventions” is acknowledged to include Works of Authorship.


 


ARTICLE
VIII.


GENERAL
PROVISIONS


 


8.1
No Adequate Remedy. The parties declare that it is impossible to accurately measure in money the damages which will accrue
to either party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall
institute any action or proceeding to enforce the provisions hereof, other than a claim by Executive for a payment pursuant to
paragraph 4.4, the party against whom such action or proceeding is brought hereby waives the claim or defense that such party
has an adequate remedy at law, and such party shall not assert in any such action or proceeding the claim or defense that such
party has an adequate remedy at law.


 


8.2
Arbitration. Any claim arising out of or relating to Executive’s employment with the Company including claims: (1) arising
out of termination or discipline (including constructive discharge) or any denial of promotion; (2) relating to breach of contract
(express or implied); (3) relating to tort; (4) relating to wages or other compensation due; (5) relating to benefits (except
claims under an employee benefit or pension plan that either (i) specifies that its claims procedures shall culminate in an arbitration
procedure different from this one, or (ii) is underwritten by a commercial insurer which decides claims; (6) concerning discrimination
disputes (including, but not limited to race, sex, sexual orientation, religion, national origin, age, marital status, or disability),
including complaints regarding hostile work environment, or other prohibited discriminatory conduct; and (7) concerning violation
of any law, statute, regulation or ordinance, shall be settled by arbitration administered by the American Arbitration Association
under its National Rules for the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.


 




    	 



    	 



    

 


Notwithstanding
the above, claims that are not arbitrable are those for injunctive and/or other equitable relief, including but not limited to
those for unfair competition and the use or disclosure of Confidential Information, as to which the Executive agrees that the
Company may seek and obtain relief from a court of competent jurisdiction. Claims for workers’ compensation or unemployment
compensation benefits are also excluded from this requirement for arbitration.


 


The
aggrieved party must give written notice to the other party of any claim. The written notice shall identify and describe the nature
of the claims asserted and the facts upon which such claims are based.


 


Except
for such claims listed above which are not arbitrable, for all other claims this Section 8.2 specifically includes a waiver of
the right to a court trial and a trial by jury.


 


8.3
Successor and Assigns.


 


(a)
This Agreement shall be binding upon and inure to the benefit of any Successor of the Company and any such Successor shall absolutely
and unconditionally assume all of the Company’s obligations hereunder. Upon Executive’s written request, the Company
will seek to have any Successor, by agreement in form and substance reasonably satisfactory to Executive, assent to the fulfillment
by the Company of their obligations under this Agreement. For purposes of this Agreement, “Successor” shall mean any
corporation, individual, group, association, partnership, firm, venture, or other entity or person that, subsequent to the date
hereof, succeeds to the actual or practical ability to control (either immediately or with the passage of time), all or substantially
all of the Company’s business and/or assets, directly or indirectly, by merger, consolidation, recapitalization, purchase,
liquidation, redemption, assignment, similar corporate transaction, or operation of law, other than an Initial or follow-up Public
Offering by Company or additional equity capital obtained by the Company pursuant to the approval of a majority of the Board.


 


(b)
This Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should
die while any amounts would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee or, if there be no such designee, to Executive’s estate. Executive may not assign this Agreement, in whole
or any part, without the prior written consent of the Company.


 


8.4
Notices. All notices, request and demands given to or made pursuant hereto shall, except as otherwise specified herein, be
in writing and be personally delivered or mailed postage prepaid, registered or certified U.S. mail, to any party at its address
set forth on the last page of this Agreement. Either party may, by notice hereunder, designate a changed address. Any notice hereunder
shall be deemed effectively given and received: (a) if personally delivered, upon delivery; or (b) if mailed, on the registered
date or the date stamped on the certified mail receipt.


 


8.5
Captions. The various headings or captions in this Agreement are for convenience only and shall not affect the meaning or
interpretation of this Agreement.


 




    	 



    	 



    

 


8.6
Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement,
and the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Minnesota (without
regard to the conflict of laws, rules or statutes of any jurisdiction), and any and every legal proceeding arising out of or in
connection with this Agreement shall be brought in the appropriate courts of the State of Minnesota, each of the parties hereby
consenting to the exclusive jurisdiction of said courts for this purpose.


 


8.7
Construction. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 


8.8
Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise or any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.


 


8.9
Modification. This Agreement may not be modified or amended except by a written instrument signed by the parties hereto.


 


8.10
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto in reference
to all the matters herein agreed upon. This Agreement replaces in full all prior employment agreements or understandings of the
parties hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement.


 


8.11
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 will constitute one and the same instrument.


 


8.12
Survival. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied
terms extend beyond the termination of Executive’s employment hereunder (including, without limitation, the provisions of
paragraph 3.3 (relating to stock options), the provisions of paragraph 3.4 (relating to benefits), and 4.7 (relating to compensation)
or beyond the termination of this Agreement (including, without limitation, the provisions of Article V (relating to confidential
information) Article VI (relating to non-competition) and Article VII (relating to Inventions) shall continue in full force and
effect notwithstanding Executive’s termination of employment hereunder or the termination of this Agreement, respectively.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Executive Employment Agreement to be duly executed and delivered as of
the date first above written.


 


	EXECUTIVE	 	PETVIVO
    HOLDINGS, INC.
	 	 	 
	By:		 	By:	
	 	John
    Carruth	 	 	John
    Lai
	Address:	 	 	 	Chief
    Executive Officer
		 	 	5251
    Edina Industrial Blvd.
		 	 	Edina,
    MN 55439