Exhibit
10.2


 


 


 


EMPLOYMENT
AGREEMENT


 


BETWEEN


 


Allarity
Therapeutics, Inc.


 


AND


 


James
G. Cullem, J.D.





 


THIS
AGREEMENT MUST BE PROVIDED TO THE EXECUTIVE AT LEAST 10 DAYS PRIOR TO THE EFFECTIVE DATE OF

THE AGREEMENT


 




     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	2



    

 


This
Employment Agreement (the “Agreement”) is entered into on December 7, 2021 and effective as of December 1, 2021 (the
“Effective Date”) by and between Allarity Therapeutics, Inc., a corporation
organized under the laws of the state of Delaware, with an office at 210 Broadway, Suite #201, Cambridge, MA 02139 (the “Company)
and James G. Cullem, J.D., an individual residing at 1 1⁄2 Fruit Street, Newburyport, MA 01950 (the “Executive”).
Company and Executive may collectively be referred to herein as the “Parties” or separately as a “Party”.


 


Now,
therefore, in consideration of the mutual covenants and undertakings of each Party herein, the Parties agree as follows:


 


		1.	Appointment



 


		1.1	James
                                            G. Cullem is, from December 1, 2021 (the “Start Date”) employed as the Senior
                                            Vice President/Chief Business Officer (CBO) of the Company and will, if required by applicable
                                            law, be registered as such with the U.S. Securities and Exchange Commission (SEC) and/or
                                            U.S. Nasdaq stock market.



 


		1.2	This
                                            Agreement (including Appendices 1, 2 and 3) sets forth the entire agreement between the Parties
                                            with respect to the employment of the Executive, and shall supersede all prior agreements,
                                            promises, and understandings (either oral or written) between the Parties, including any
                                            and all prior executed, enforceable and vested profit-sharing or IDP (“Phantom”)
                                            bonus agreements, which are hereby expressly waived by the Executive in exchange for, and
                                            in consideration of, the Converted Options pursuant to Section 7.4 herein (and Appendix 3).



 


		2.	Duties



 


		2.1	Without
                                            prejudice to the duties imposed by law, the Executive shall, to the best of his/her ability,
                                            promote, develop and further the interests of the Company, comply with all applicable legal
                                            requirements and the Company’s applicable policies and procedures that have been furnished
                                            to him/her, and, subject to the terms of this Agreement, shall devote his/her full working
                                            time to the business and the affairs of the Company. This Agreement shall not be construed
                                            as preventing the Executive from engaging in charitable and community affairs, participating
                                            in industry trade association activities, or giving attention to his/her or his/her family’s
                                            passive investments, provided that such activities do not unreasonably interfere with the
                                            Executive’s duties and responsibilities to the Company. Passive investments shall mean
                                            publicly traded stocks, bonds, retirement funds or other similar investments, including investments
                                            in privately held companies so long as any such investment does not require any material
                                            amount of time or attention of the Executive during the work day.



 


		2.2	The
                                            Executive shall report to the Chief Executive Officer (CEO) of the Company and the Executive
                                            shall perform such duties and exercise his/her powers, authorities and decisions, consistent
                                            with his/her position as the Executive as well as any such other duties and responsibilities
                                            as determined by the CEO in his/her sole discretion from time to time, within/under the conditions
                                            and restrictions, delegated to the Executive by the CEO.



 


		2.3	Subject
                                            to the directives of the CEO and the terms of this Agreement, the Executive shall do all
                                            acts and things in the ordinary course of business of the Company consistent with his/her
                                            position as Executive, which may be necessary or conducive to the interest of the Company
                                            and in particular, but without prejudice to the generality of the foregoing, the Executive
                                            shall be responsible for the day-to-day advancement of the Company’s business goals
                                            and activities within their area of responsibility, and shall participate as part of executive
                                            management of the Company.



 






     


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		2.4	The
                                            day-to-day responsibilities of the Executive do not include decisions/acts, which, compared
                                            to the business of the Company or the specific situation of the Company, are considered outside
                                            of the ordinary conduct of business and reasonably would be expected to have material impact
                                            on the business of the Company. Such decisions/acts must always be submitted to the CEO and
                                            the Board of Directors for prior approval, unless such approval cannot be awaited without
                                            the business of the Company being subject or exposed to a material adverse impact therefrom.
                                            In the event that prior approval has not been obtained, the CEO and the Board of Directors
                                            must be informed in writing of any decisions/acts made as soon as practicable.



 


		2.5	The
                                            Executive shall be responsible, as soon as practicable after he/she becomes aware thereof,
                                            for adequately informing the CEO and the Board of Directors of any facts that reasonably
                                            would be expected to have a material impact on the Company’s business activities and
                                            that have not previously been disclosed to the CEO and the Board of Directors.



 


		3.	Workplace and working
                                            hours



 


		3.1	The
                                            Executive will primarily work remotely from his/her home in Massachusetts and be assigned
                                            to the Company’s U.S. headquarters, which are currently located in Kendall Square, Cambridge
                                            MA, provided that he/she will not be required to relocate to Cambridge, Massachusetts or
                                            anywhere outside of the suburban area where he/she currently resides. The Executive shall
                                            engage in travel, including international travel, as reasonably may be required by the Company’s
                                            business, and it is anticipated that the Executive will travel to the Company’s U.S.
                                            headquarters and/or R&D headquarters in Denmark as requested by the CEO and/or as necessary
                                            to advance the goals and activities of the Company.



 


		3.2	The
                                            Executive is an exempt employee under the federal Fair Labor Standards Act (“FLSA”)
                                            and state law. As such, no additional compensation beyond that described in Section 7.1 is
                                            due for any additional hours worked beyond 40 hours in a work week.



 


		4.	Engagement in other
                                            business



 


		4.1	The
                                            Executive has advised the Company of any other board roles held by Executive, as of the Effective
                                            date of this Agreement, which other board roles are listed on Appendix 2 attached hereto.
                                            The Executive shall be permitted to serve on the board of directors of other companies that
                                            are not in competition with the Company with the approval of the Board of Directors of the
                                            Company, which shall not unreasonably be withheld, provided that it is acknowledged and agreed
                                            that the Board of Directors of the Company shall not be required to approve the Executive’s
                                            service on the board of directors of more than two (2) companies at any time. Subject to
                                            the provisions of Section 2.1 and the foregoing positions on boards of directors of other
                                            companies, the Executive is obligated to put his/her entire working capacity at the disposal
                                            of the Company and to work completely and loyally in the interest of the Company.



 


		4.2	It
                                            is a prerequisite for any involvement in other businesses, except such involvement as expressly
                                            permitted in this Agreement, that the Executive submits a written request to the Board of
                                            Directors for approval and that the written request contains an adequate description of the
                                            character and the volume of the task. The Board of Directors may grant the Executive’s
                                            request for approval of permission to perform such other task in its sole discretion, and
                                            shall communicate its approval or rejection of the request in writing.



 






     


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		5.	Duty of confidentiality



 


		5.1	The
                                            Executive is under an obligation to protect the interests of the Company at all times and
                                            may not, except in the proper performance of the Executive’s services under this Agreement,
                                            disclose to any third party any Confidential Information obtained in the performance of the
                                            Executive’s services. For purposes of this Agreement, Confidential Information means
                                            all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or
                                            not patentable or reduced to practice), innovations, improvements, know-how, developments,
                                            techniques, methods, processes, treatments, drawings, sketches, specifications, designs,
                                            plans, patterns, models, plans and strategies, and all other confidential or proprietary
                                            information or trade secrets in any form or medium (whether merely remembered or embodied
                                            in a tangible or intangible form or medium) whether now or hereafter existing, relating to
                                            or arising from the past, current or potential business, activities and/or operations of
                                            the Company or any of its affiliates (or any of their respective predecessors, successors
                                            or permitted assigns), including, without limitation, any such information relating to or
                                            concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel,
                                            customers, suppliers, vendors, partners and/or competitors. Provided that, Confidential Information
                                            does not include information which (i) is already publicly available or becomes publicly
                                            available; (ii) is already generally known in the industry or becomes generally known in
                                            the industry without the Executive’s participation in violation of his/her obligations
                                            under this Section 5; and/or (iii) is independently derived by the Executive without reference
                                            to any Confidential information disclosed to Executive by Company, as established by written
                                            records. In the event of uncertainty as to whether or not certain information may be disclosed,
                                            the Executive shall consult the Board of Directors.



 


			For
                                            purposes of this Agreement, “trade secrets” shall be given its broadest possible
                                            interpretation under the Defend Trade Secrets Act of 2016, and shall include (without limitation)
                                            all forms and types of financial, business, scientific, technical, economic, or engineering
                                            information, including patterns, plans, compilations, program devices, formulas, designs,
                                            prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible
                                            or intangible, and whether or how stored, that is compiled, or memorialized physically, electronically,
                                            graphically, photographically, or in writing by the Company.



 


			Executive
                                            acknowledges and understands that: (i) Executive shall not be held criminally or civilly
                                            liable under any federal or state trade secret law for the disclosure of a trade secret that
                                            is made in confidence to a federal, state, or local government official or to an attorney
                                            solely for the purpose of reporting or investigating a suspected violation of law; (ii) Executive
                                            shall not be held criminally or civilly liable under any federal or state trade secret law
                                            for the disclosure of a trade secret that is made in a complaint or other document filed
                                            in a lawsuit or other proceeding, if such filing is made under seal; (iii) if Executive files
                                            a lawsuit for retaliation for reporting a suspected violation of law Executive may disclose
                                            the trade secret to Executive’s attorney and use the trade secret information in the
                                            court proceeding, provided Executive files any document containing the trade secret under
                                            seal and does not disclose the trade secret, except pursuant to court order.



 


		5.2	Notwithstanding
                                            the foregoing, nothing contained in this Agreement shall prohibit the Executive from disclosing
                                            Confidential Information to the extent necessary as required by law, including in connection
                                            with reporting possible violations of federal law or regulation to any governmental agency
                                            or entity, or making other disclosures that are protected under the whistleblower provisions
                                            of applicable law or regulation. Provided that, Executive shall first provide notice of such
                                            legal requirement to Company in order to enable Company to take appropriate legal action
                                            to protect such Confidential Information.



 






     


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		5.3	The
                                            Executive is further prohibited from using or disclosing any confidential, proprietary or
                                            trade secret information of any former employer or other person to whom he/she has an obligation
                                            of confidentiality. The Executive will be required to use only information that is not subject
                                            to any confidentiality or non-use obligation owed to any third party (either under applicable
                                            law or by contract), is generally known and used by persons with training and experience
                                            comparable to his/her own, is common knowledge in the industry or otherwise legally in the
                                            public domain or is otherwise provided or developed by or on behalf of the Company. The Executive
                                            agrees that he/she will not bring onto Company premises or use in his/her work for the Company
                                            any unpublished documents or property belonging to any former employer or third party that
                                            he/she is not authorized to use and disclose. The Executive further represents that he/she
                                            has disclosed to the Company any contract he/she may have signed that might restrict his/her
                                            activities on behalf of the Company. By accepting employment with the Company, the Executive
                                            is representing that he/she will be able to perform his/her duties set out in this Agreement
                                            within these parameters.



 


		5.4	Upon
                                            termination of this Agreement, or earlier if requested by the Board of Directors, the Executive
                                            shall immediately return to Company all Confidential Information, including notes, memoranda,
                                            documents and records (whether tangible or electronically stored) concerning the business
                                            of the Company, but excluding such documents that relate to his/her own compensation and
                                            benefits, or to any continuing ownership interest he/she may have in the Company. The Executive’s
                                            duty of confidentiality set forth in this Section 5 also shall continue in force after the
                                            termination of his/her employment with Company.



 


		6.	Intellectual property
                                            rights



 


		6.1	The
                                            Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements,
                                            work products, developments, software, know-how, processes, techniques, works of authorship
                                            and other work product, whether patentable or unpatentable, that are (A) conceived and reduced
                                            to practice, created, invented, designed, developed, contributed to, or improved with the
                                            use of any Company resources and/or within the scope of the Executive’s work with the
                                            Company or that relate to the business, operations or actual or demonstrably anticipated
                                            research or development of the Company, and that are made or conceived by the Executive,
                                            solely or jointly with others, during his/her employment, and/or (B) suggested by any work
                                            that the Executive performs in connection with the Company during his/her employment and
                                            related to the business, operations or actual or demonstrably anticipated research and development
                                            of the Company, either while performing his/her duties with the Company or on his/her own
                                            time, shall belong exclusively to the Company (or its designee), whether or not patent or
                                            other applications for intellectual property protection are filed thereon (the “Inventions”).
                                            The Executive hereby irrevocably conveys, transfers and assigns to the Company the Inventions
                                            and all patents or other intellectual property rights that may issue thereon in any and all
                                            countries, whether during or subsequent to the Executive’s employment, together with
                                            the right to file, in the Executive’s name or in the name of the Company (or its designee),
                                            applications for patents and equivalent rights. The Executive agrees to reasonably assist
                                            Company with any required inventor assignments and/or declarations necessary to effect such
                                            patent filings, at the expense of Company.



 


		6.2	Such
                                            rights include inventions, creations, designs, use patterns, trademarks and other marks as
                                            well as copyrights and associated rights including, to the extent possible, moral rights
                                            and rights applicable rules of law and rights in know-how.



 






     


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		6.3	The
                                            assignment includes any right, which may be exercised at any time under the rules of law
                                            in any jurisdiction whatsoever. The assignment is subject to no restrictions whatsoever,
                                            and the Company is entitled to reassign such rights in whole or in part.



 


		6.4	The
                                            Executive is not entitled to receive financial compensation for such intellectual property;
                                            as such, payment is included in the agreed compensation described in this Agreement.



 


		6.5	At
                                            Company’s request, Executive shall execute and deliver to Company any and all applications,
                                            assignments or other instruments and perform such other acts to assist Company in applying
                                            for obtaining patents, copyrights and other intellectual property rights recognized by the
                                            U.S. or any foreign country or to otherwise protect Company’s interests therein. Executive
                                            agrees to provide Company all information known to or ascertainable by him/her and all documents
                                            and other materials and objects pertaining to Company’s rights in the Inventions that
                                            are in the possession of or accessible to him/her, and further, at any trial, hearing, deposition,
                                            or other legal proceeding where Executive is called as a witness by Company, Executive agrees
                                            to testify to all facts pertaining to Company’s rights in the Inventions for which
                                            Executive is competent to testify. The obligations set forth in this Section shall continue
                                            beyond the termination of Executive’s employment with Company and shall be binding
                                            upon his/her assigns, executors, administrators and other legal representatives. In the event
                                            Company is unable to secure Executive’s signature on any document necessary to apply
                                            for, prosecute, obtain, or enforce any patent, copyright, or other right to protection relating
                                            to any Inventions, whether due to mental or physical incapacity or any other cause, Executive
                                            hereby irrevocably designates and appoints the Company and each of its duly authorized officers
                                            and agents as his or her agent and attorney-in-fact, to act for and in his/her behalf and
                                            stead to execute and file any such document and to do all other lawfully permitted acts to
                                            further the prosecution, issuance and enforcement of patents, copyrights, or other rights
                                            or protections with the same force and effect as if executed and delivered by Executive.



 


		7.	Compensation and
                                            Benefits



 


		7.1	The
                                            Executive shall receive an annual base salary of two hundred, seventy thousand, two hundred
                                            and fifty dollars (US $270,250.00) (the “Base Salary”). The Base Salary
                                            shall be subject to all customary and legally required deductions and withholdings and shall
                                            be paid semi-monthly in accordance with the Company’s regular payroll schedule for
                                            U.S. executives and employees.



 


		7.2	The
                                            CEO and Compensation Committee of the Board of Directors of Company shall review the Executive’s
                                            base salary on an annual basis around February 1st of each year, next time in
                                            year 2022, for a performance-based merit increase, which may be granted in its sole discretion.
                                            Adjustments, if any, shall take effect from March 1st same year.



 






     


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		7.3	For
                                            calendar years commencing with calendar year 2021, the Executive shall be eligible to receive
                                            an annual bonus representing up to forty percent (40%) of the Executive’s annual Base
                                            Salary (the “Annual Bonus Target”), based on achievement of individual and corporate
                                            performance targets, metrics and/or management-by-objectives (“MBOs”)
                                            to be determined and approved by the Company (the “Annual Bonus”). The
                                            applicable individual and corporate performance targets, metrics and/or MBOs shall be determined
                                            and approved by the CEO and the Compensation Committee of the Board of Directors of the Company
                                            (with the Executive recused from such determination), and communicated in writing to the
                                            Executive, on or before December 1 of each calendar year during the term of this Agreement.
                                            Any Annual Bonus shall be paid on an annual basis, in a single lump sum, net of taxes and
                                            withholding, on or before March 15 after the end of the calendar year for which such Annual
                                            Bonus is to be paid; provided that, prior to the payment the Company must have determined
                                            (a) the level of achievement of the applicable individual and corporate performance targets,
                                            metrics and/or MBOs, and (b) the amount of any Annual Bonus earned by the Executive in accordance
                                            therewith for such calendar year, if any. For the avoidance of doubt, if the Executive exceeds
                                            the applicable individual and corporate performance targets, metrics and/or MBOs, at the
                                            discretion of the CEO and Board of Directors, he/she may be awarded an Annual Bonus based
                                            on such achievement in excess of the Annual Bonus Target. No Annual Bonus is guaranteed and,
                                            in addition to the other conditions for earning such Annual Bonus, the Executive must remain
                                            an employee of the Company through the end of the fiscal year for which such Annual Bonus
                                            was earned in order to be eligible for any Annual Bonus. The Company’s fiscal year
                                            runs from January 1st to December 31st of each year. This Annual Bonus
                                            is the only incentive compensation (excluding stock options/Stock Options provided in this
                                            Agreement), commission, or other bonus program that applies to the Executive.



 


		7.4	Prior
                                            Stock Options. On the Effective Date of this Agreement, the Company shall assume the “Converted
                                            Options” set forth in Appendix 3 hereto that have previously been granted to Executive
                                            by Allarity Therapeutics A/S and that are to be assumed by the Company in the Company’s
                                            Recapitalization Share Exchange as more fully described in the Company’s S-4 Registration
                                            Statement (SEC File No.: 333-258968).



 


		7.5	In
                                            the event that the Company’s S-4 Registration Statement is not approved by the SEC
                                            and/or the Company does not list on the U.S. Nasdaq stock market (New York City, N.Y.), the
                                            Prior Stock Options under Section 7.4 shall remain binding on Allarity Therapeutics A/S.



 


		7.6	During
                                            the term of this Agreement, the Executive, shall be entitled to participate in all of the
                                            Company’s employee benefit plans and programs (including without limitation, any medical,
                                            dental, disability and group life insurance, and 401(k) or other retirement plan) as the
                                            Company generally maintains from time-to-time during the term for the benefit of its executives
                                            and/or for the benefit of its employees and their dependents, in each case subject to the
                                            eligibility requirements and other terms and provisions of such plans or programs. The Company
                                            shall pay the full premiums for any medical and dental insurance plans offered by the Company
                                            that the Executive elects to participate in. Executive understands that, except when prohibited
                                            by law, the Company’s benefit plans and benefits may be amended or terminated by the
                                            Company in its sole discretion and nothing in this Agreement requires the Company to continue
                                            any particular plan or benefit.



 






     


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		7.7	The
                                            Company may or has provide(d) the Executive with a laptop computer, cell phone, and/or other
                                            electronic devices, at no cost, and the Company may pay all costs relating to such electronic
                                            devices (excluding internet service) according to Company Benefits policy. The Executive’s
                                            use of such provided electronic devices is subject to Company IT policy. The Executive may
                                            be required to return his/her laptop and all other Company property to the Company upon termination
                                            of employment with the Company (or earlier if requested by the Company).



 


		7.8	For
                                            calendar year 2022 and thereafter, the Executive shall be eligible for grants of equity compensation
                                            at the sole discretion of the Compensation Committee of the Board of Directors. Any equity
                                            compensation will be granted under and subject to the terms and conditions of an equity compensation
                                            plan of the Company as then in effect. The Compensation Committee shall establish the terms
                                            and conditions of such equity compensation in its discretion with consideration to the compensation
                                            packages paid to executives performing the same functions as executives for businesses similar
                                            to Company. Any such future grants of equity compensation shall be issued under and subject
                                            to the terms and conditions of the Allarity 2021 Equity Incentive Plan.



 


		8.	Expenses



 


		8.1	The
                                            Company shall pay for, or refund to the Executive, all reasonable, documented expenses related
                                            to travelling or otherwise in connection with the performance of his/her duties on behalf
                                            of the Company, upon the presentation of bills and in accordance with applicable Company
                                            policies for travel, meals, lodging and other relevant expenses. Upon the Executive’s
                                            request, the Company shall provide Executive with a corporate credit card, which Executive
                                            may utilize to pay for all reasonable business expenses.



 


		8.2	The
                                            Executive shall, no later than sixty (60) days after the end of each calendar month submit
                                            all travel and other expenses, if any, incurred within such month to the Company. The Executive
                                            shall prepare an expense report, which encompasses documentation for the expenses reclaimed,
                                            and the expense reports with attached receipts shall be submitted to the Company’s
                                            Chief Financial Officer (CFO) for approval, prior to the Company’s reimbursement (or
                                            for accounting records if the Executive has charged such expenses on his/her corporate credit
                                            card). The Company will reimburse the Executive within thirty (30) days of such submission
                                            of expenses for reimbursement.



 


		9.	Vacation Time &
                                            Holidays



 


		9.1	In
                                            each whole calendar year, the Executive shall be entitled to paid vacation of six (6) weeks.
                                            Executive will accrue vacation at the rate of 1.25 days per pay period. While taking the
                                            interest of the Company into consideration, the Executive may plan his/her vacation time;
                                            however, the Executive shall inform the CEO of his/her vacation plans reasonably in advance
                                            of his/her taking holiday and adjust his/her plans, if practicable and necessary, at the
                                            request of the CEO.



 






     


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		9.2	The
                                            Executive is entitled to take the following U.S. federal holidays: New Year’s Day;
                                            Martin Luther King Day; Washington’s Birthday (Presidents Day); Memorial Day; Juneteenth
                                            Day; Independence Day; Labor Day; Columbus Day; Veteran’s Day; Thanksgiving Day; and
                                            Christmas Day.



 


		9.3	The
                                            Executive’s vacation shall be taken within the calendar year, and vacation time accrued
                                            but not taken cannot be transferred to the following calendar year and will consequently
                                            lapse at year-end, except where (i) the Executive deferred scheduling any vacation at the
                                            request of the CEO or where prohibited by law; and/or (ii) the accrued vacation, transferrable
                                            to the following calendar year, does not exceed two (2) weeks.



 


		9.4	In
                                            case of termination, the Executive shall be entitled to take vacation accrued but not taken,
                                            during the notice period. The Executive shall be paid for any accrued and unpaid vacation
                                            that he/she is not able to take during such notice period either because of the request of
                                            the CEO that he/she work during such period, or if the accrued vacation exceeds the notice
                                            period.



 


		10.	Term & Termination



 


		10.1	This
                                            Agreement shall come into force as of the Effective Date and shall continue in force and
                                            effect until otherwise terminated as provided below.



 


		10.2	This
                                            Agreement shall terminate immediately upon Executive’s death.



 


		10.3	This
                                            Agreement shall terminate upon written notice by the Company to the Executive that Executive’s
                                            employment is being terminated as a result of Executive’s Disability (as defined in
                                            Section 10.10), which termination shall be effective on the date of such notice or such later
                                            date as specified in writing by the Company.



 


		10.4	This
                                            Agreement shall be terminable in writing by either the Company or the Executive with thirty
                                            (30) days’ prior written notice. At the election of the CEO in his/her sole discretion,
                                            the termination of the Executive’s employment may be accelerated to any date selected
                                            by the CEO, and the Executive shall be paid his/her compensation under this Agreement through
                                            the date that the Executive would have been paid without such acceleration.



 


		10.5	(a)
                                            In the event that the Executive’s employment is terminated by the Company without Cause
                                            (as defined in Section 10.6), or by the Executive for Good Reason (as defined in Section
                                            10.7), the Company shall provide the Executive with severance pay in an amount equal to eight
                                            (8) months’ pay at the Executive’s final Base Salary rate, payable in the form
                                            of salary continuation, together with the payment of the applicable premiums for COBRA coverage
                                            during such period. (b) In the event that the Executive’s employment is terminated
                                            by the Company as a result of a Change-of-Control (as defined in Section 10.9), the Company
                                            shall provide the Executive with severance pay in an amount equal to twelve (12) months’
                                            pay at the Executive’s final Base Salary rate, payable in the form of salary continuation,
                                            together with the payment of the applicable premiums for COBRA coverage during such period.



 






     


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			The
                                            Executive shall have no duty to attempt to mitigate the severance pay amounts payable by
                                            the Company pursuant to this Section 10.5 by seeking employment or otherwise, and no amounts
                                            earned from other employment shall reduce the amounts due hereunder.



 


		10.6	Any
                                            obligation of the Company to provide the Executive with the payments described in Section
                                            10.5 is conditioned upon the Executive signing a timely and effective general release of
                                            claims substantially in the form attached to this Agreement as Appendix 1 and the
                                            Executive’s continued compliance with the terms of this Agreement. Such release shall
                                            be considered timely if it is executed and delivered (and no longer subject to revocation,
                                            if applicable) within sixty (60) days following the date of the termination of the Executive’s
                                            employment, and any payments to which the Executive is entitled pursuant to this Section
                                            10 shall commence on the Company’s first regular pay date following the effective date
                                            of the aforementioned release of claims and the first such payment shall be retroactive to
                                            the day immediately following the date of the termination of the Executive’s employment.



 


		10.7	For
                                            the purpose of Section 10.5, “Cause” shall mean the following:



 


		(i)	the
                                            Executive’s failure to perform the duties of the Executive and responsibilities to
                                            the Company or any of its affiliates, which is not cured or corrected within twenty (20)
                                            days following notice of such failure from the CEO or the Board to the Executive, if such
                                            failure if capable of cure or correction;



		(ii)	the
                                            Executive’s material breach of this Agreement or any other agreement between the Executive
                                            and the Company or any of its affiliates, which is not cured or corrected within twenty (20)
                                            days following notice of such breach from the CEO to the Executive, if such breach is capable
                                            of cure or correction;



		(iii)	gross
                                            negligence or wilful misconduct by the Executive that is or could reasonably be expected
                                            to be materially harmful to the business interests or reputation of the Company or any of
                                            its affiliates;



		(iv)	the
                                            Executive’s conviction of any felony or crime of moral turpitude; or



		(v)	the
                                            Executive’s failure to commence employment on a full-time basis as required by Sections
                                            1 and 3 of this Agreement.



 


		10.8	For
                                            the purpose of Section 10.5, “Good Reason” shall mean the following:



 


		(i)	any
                                            action by the Company which results in a material diminution of the Executive’s position,
                                            authority, duties, responsibility or reporting lines;



		(ii)	an
                                            actual reduction by the Company of the Executive’s annual Base Salary or Annual Bonus
                                            opportunity; or



		(iii)	any
                                            action or omission by the Company that would constitute a failure by the Company to comply
                                            with any provision of this Agreement or any other written agreement with the Executive including,
                                            but not limited to, the failure of the Company to pay any portion of the Executive’s
                                            compensation;



 


provided,
however, that, it shall be a prerequisite of any such termination for any Good Reason that the Executive shall have given the
Company written notice of the event or events giving rise to Good Reason, specifying in reasonable detail the nature and circumstances
of such Good Reason, and given the Company thirty (30) days to cure any such Good Reason prior to any such termination.


 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	11



    

 


		10.9	For
                                            the purpose of Section 10.5, “Change-of-Control” shall mean the following:



 


		(a)	a
                                            change of control as defined in the Allarity 2021 Equity Incentive Plan or any other change
                                            of control agreement or plan to which the Company is a party;



 


		(b)	the
                                            occurrence of, or execution of an agreement providing for, (A) a merger, consolidation, division
                                            or other fundamental transaction involving the Company, (B) a sale, exchange, transfer or
                                            other disposition of substantially all of the assets of the Company, or (C) a purchase by
                                            the Company of substantially all of the assets of another entity, unless (y) such merger,
                                            consolidation, division, sale, exchange, transfer, purchase, disposition or other transaction
                                            is approved in advance by eighty percent (80%) or more of the members of the Board of Directors
                                            of the Company who are not interested in the transaction and (z) a majority of the members
                                            of the Board of Directors of the legal entity resulting from or existing after any such transaction
                                            and a majority of the Board of Directors of such entity’s parent Company, if any, are
                                            former members of the Board of Directors of the Company; or



 


		(c)	any
                                            other change in control of the Company similar in effect to any of the foregoing events.



 


		10.10	If
                                            this Agreement is terminated (a) voluntarily by the Executive (other than for Good Reason),
                                            (b) by the Company for Cause, or (c) as a result of the Executive’s death, disability
                                            or incapacity, all payments, salary and the accrual of other benefits hereunder shall cease
                                            at the effective date of termination, other than rights to indemnification, directors’
                                            and officers’ liability insurance coverage and vested rights under the benefit plans
                                            and programs of the Company. For the avoidance of doubt, in addition to any severance pay
                                            that may be payable under Section 10.5, the Executive shall be entitled to receive from the
                                            Company upon termination for any reason:



 


		(i)	all
                                            Base Salary accrued through the date the Executive’s employment is terminated, plus
                                            any earned and unpaid Annual Bonus for the calendar year prior to the year in which the termination
                                            occurs and all accrued, unused vacation;



 


		(ii)	reimbursement
                                            for any and all monies advanced (but not yet reimbursed) in connection with the Executive’s
                                            employment for reasonable expenses incurred by the Executive through the date the Executive’s
                                            employment is terminated in accordance with Section 8 above;



 


		(iii)	the
                                            Executive’s vested interest in any Stock Options or shares issuable thereunder;



 


		(iv)	continuation
                                            of rights to indemnification and directors’ and officers’ liability insurance
                                            coverage; and



 


		(v)	all
                                            other vested payments and/or vested benefits to which the Executive may be entitled under
                                            the terms of any applicable compensation arrangement or benefit plan or program of the Company
                                            including any acceleration of Stock Options in connection with a change of control of the
                                            Company.



 


		10.11	For
                                            purposes of this Agreement, “Disability” shall mean Executive’s incapacity
                                            or inability to perform Executive’s duties and responsibilities as contemplated herein
                                            for 120 days or more within any one (1) year period (cumulative or consecutive) because Executive’s
                                            physical or mental health has become so impaired as to make it impossible or impractical
                                            for Executive to perform the duties and responsibilities contemplated hereunder. Determination
                                            of Executive’s physical or mental health shall be determined by Company after consultation
                                            with a health care provider appointed by mutual agreement between Company and Executive (or
                                            Executive’s authorized representative) who has examined Executive. Executive hereby
                                            consents to such examination and consultation regarding Executive’s health and ability
                                            to perform as aforesaid. It shall have no impact on the Company’s right to terminate
                                            the employment whether the Executive is reported fit for duty following the serving of notice.



 


		10.12	In
                                            the event the Executive is declared incapable of managing his/her own affairs, the Company
                                            shall be entitled to terminate the employment without prior notice.



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	12



    

 


		11.	Costs and payments



 


			All
                                            payments made pursuant to this Agreement shall be subject to withholding of applicable income
                                            and employment taxes. The Company may withhold from any payments made under this Agreement
                                            all authorized or legally required deductions and withholdings, including but not limited
                                            to income, employment and social insurance taxes. Except as expressly provided for in this
                                            Agreement, nothing in this Agreement shall create any obligation on the part of the Company
                                            to indemnify, reimburse, gross up, or otherwise compensate the Executive for any taxes, interest,
                                            penalties, costs, losses, damages, or expenses arising out of any violation of tax laws or
                                            any corresponding provision of law.



 


		12.	Restrictive Covenants



 


		12.1	The
                                            Executive acknowledges that: (i) the Executive performs services of a unique nature for the
                                            Company that are irreplaceable, and that the Executive’s performance of such services
                                            for a Competing Business (as defined below) will result in irreparable harm to the Company;
                                            (ii) the Executive will have access to Confidential Information, which, if disclosed, would
                                            unfairly and inappropriately assist in competition against the Company or any of its affiliates;
                                            (iii) the Company and its affiliates have substantial relationships with their clients, business
                                            partners, and investors, and the Executive will have access to these persons and entities;
                                            (iv) the Executive will generate goodwill for the Company and its affiliates in the course
                                            of the Executive’s employment. Accordingly, during the Executive’s employment
                                            hereunder and, in the event that the Executive’s employment is terminated for Cause
                                            or voluntarily by the Executive (whether or not for Good Reason), and provided the Company
                                            first provides the Executive with a one-time payment of seventy-five thousand dollars (US
                                            $75,000.00), and the Company notified the Executive within ten (10) days of such termination
                                            of its intention to continue to pay the Executive 50% of his/her Base Salary during such
                                            period (unless the Executive’s employment is terminated by him/her for Good Reason,
                                            in which case his/her entitlements under Section 10.5 shall apply), during Executive’s
                                            employment and the six (6) month period thereafter (the “Restricted Period”),
                                            the Executive agrees that he/she will not, directly or indirectly, own, manage, operate,
                                            control, be employed by (whether as an employee, consultant, independent contractor or otherwise,
                                            and whether or not for compensation) or render services to any person, firm, corporation
                                            or other entity, in whatever form, engaged in a Competing Business, or with respect to which
                                            the Company has spent significant time or resources analyzing for the purposes of engaging,
                                            on the date of termination, in any state of the United States, in Europe, or in any country
                                            in which the Company conducts business or has made plans and taken significant steps to conduct
                                            business (a “Planned Competing Business”) and in which the Executive,
                                            during the last two years of his/her employment, provided services or had a material presence
                                            or influence. Notwithstanding the foregoing, nothing herein shall prohibit the Executive
                                            from being a passive owner of not more than 2% of the equity securities of a publicly traded
                                            corporation engaged in a Competing Business or Planned Competing Business, so long as the
                                            Executive has no active participation in the Competing Business or Planned Competing Business
                                            of such corporation. For purposes of this Section 12.1, the “Company”
                                            shall mean the Company together with its parent companies and its and their direct and indirect
                                            subsidiaries, and “Competing Business” shall mean the research, development
                                            and/or sale of cancer therapeutics together with drug efficacy prediction technology (e.g.
                                            companion diagnostics, predictive biomarkers) for the treatment of cancer, including,
                                            without limitation, products or services designed to make such technology available to patients
                                            and businesses in the healthcare industry, or any other material business in which the Company
                                            is engaged as of the date of the Executive’s termination of employment. For the avoidance
                                            of doubt, the provisions of this Section 12.1 will not prohibit the Executive, after termination
                                            of his/her employment with the Company, from providing services of any nature to any business
                                            engaged in multiple business activities, including activities that would constitute a Competing
                                            Business or a Planned Competing Business, as long as the Executive is not himself/herself
                                            directly involved in such Competing Business or Planned Competing Business activities, or
                                            managing or supervising the conduct of such Competing Business or Planned Competing Business
                                            activities. In addition, if the Company or a controlling interest in the Company is acquired
                                            by another entity during the term of this Agreement, in such circumstances the restrictions
                                            in this Section 12.1 will not be applicable to any business activities of the acquiring entity
                                            (and/or its affiliates) except to the extent that either (i) such business activities would
                                            constitute a Competing Business or Planned Competing Business (other than by reason of the
                                            acquisition itself), or (ii) the Executive after such acquisition is directly involved in
                                            the conduct, management or supervision of such business activities.



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	13



    

 


			The
                                            Parties acknowledge and agree that the payment options set forth in Section 12.1 have been
                                            mutually agreed upon by the Company and the Executive, are fair and reasonable, and are sufficient
                                            in exchange for the Executive’s obligations set forth in this Section 12.1. The Parties
                                            acknowledge and agree that this Section 12.1 shall not be enforceable if, at the time the
                                            Executive’s employment with the Company terminates, the Executive is: classified by
                                            the Company as a non-exempt employee under the Fair Labor Standards Act (“FLSA”);
                                            enrolled in a full-time or part-time undergraduate or graduate educational institution; or
                                            laid off or terminated without Cause. The Parties acknowledge and agree that at or around
                                            the time the Executive’s employment ends, and in the Company’s sole discretion,
                                            the Company may waive the Executive’s obligations in this Section 12.1, in which case
                                            the Company will not be required to provide the Executive with any of the payments set forth
                                            in Section 12.1 above. The Parties acknowledge and agree that the Executive has been advised
                                            that he/she has the right to consult with counsel prior to signing this Agreement.



 


		12.2	During
                                            the Restricted Period, the Executive agrees that he shall not, except in the furtherance
                                            of his/her duties hereunder, directly or indirectly, individually or on behalf of any other
                                            person, firm, corporation or other entity, do business with, solicit, aid or induce (or attempt
                                            to do business with, solicit, aid or induce) any individual or entity that is, or was during
                                            the twelve (12) month period immediately prior to the termination of the Executive’s
                                            employment for any reason, a customer, partner or investor of the Company or any of its subsidiaries
                                            or affiliates with which the Executive had contact on behalf of the Company or about which
                                            the Executive possesses Confidential Information to limit or cease doing business with the
                                            Company, or otherwise interfere with the relationship of such customer, partner or investor
                                            with the Company or any of its subsidiaries or affiliates.



 


		12.3	During
                                            the Restricted Period, the Executive agrees that Executive shall not, except in the furtherance
                                            of the Executive’s duties hereunder, directly or indirectly, individually or on behalf
                                            of any other person, firm, corporation or other entity: (i) solicit, aid or induce (or attempt
                                            to solicit, aid or induce) any advisor, consultant, employee, representative or agent of
                                            the Company or any of its subsidiaries or affiliates to leave such employment or engagement
                                            with the Company or solicit, aid or induce (or attempt to solicit, aid or induce) any employee
                                            of the Company or any of its subsidiaries or affiliates to accept employment with or render
                                            services to or with any other person, firm, corporation or other entity unaffiliated with
                                            the Company or hire or retain any such employee, or take any action to materially assist
                                            or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting
                                            any such employee, representative or agent; or (ii) interfere, or aid or induce (or attempt
                                            to interfere, aid or induce) any other person or entity in interfering, with the relationship
                                            between the Company or any of its subsidiaries or affiliates and any of their respective
                                            vendors, joint venturers or licensors. Any person described in this Section 12.3 shall be
                                            deemed covered by this Section while so employed or retained by the Company. For the avoidance
                                            of doubt, the general recruitment or solicitation of employees or other third parties by
                                            any entity with which the Executive is or may be affiliated (e.g. internet job postings),
                                            or the hiring or engagement of any such person or entity as a result of such general recruitment
                                            or solicitation, will not be a breach of Sections 12.2 or 12.3, unless such recruitment or
                                            solicitation is specifically targeted at any employees or other third parties engaged by
                                            or providing services to the Company.



 


		12.4	The
                                            Executive agrees not to make negative comments or otherwise disparage the Company or any
                                            of its affiliates or any of their respective partners, members, officers, directors, employees,
                                            shareholders, agents or products. The Company agrees that the executive officers of the Company
                                            as of the date of the Executive’s termination and the members of the Board of Directors
                                            of the Company as of the date of the Executive’s termination will not make negative
                                            comments about the Executive or otherwise disparage the Executive in any manner that is likely
                                            to be harmful to the Executive’s business reputation. The foregoing shall not be violated
                                            by truthful statements in response to legal process, required governmental testimony or filings,
                                            or administrative or arbitral proceedings (including, without limitation, depositions in
                                            connection with such proceedings).



 


		12.5	If
                                            it is determined by a court of competent jurisdiction in any state that any restriction in
                                            this Section 12 is excessive in duration or scope or is unreasonable or unenforceable under
                                            applicable law, it is the intention of the Parties that such restriction shall be modified
                                            or amended by the court to render it enforceable to the maximum extent permitted by the laws
                                            of that state.



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	14



    

 


		12.6	The
                                            Parties acknowledge and agree that the remedies at law for a breach or threatened breach
                                            of any of the provisions of Section 12.1-12.4 hereof would be inadequate and, in recognition
                                            of this fact, each Party agrees that, in the event of such a breach or threatened breach
                                            by the other Party, in addition to any remedies at law, the Party seeking to enforce the
                                            provisions of this Agreement shall be entitled to seek equitable relief in the form of specific
                                            performance, a temporary restraining order, a temporary or permanent injunction or any other
                                            equitable remedy which may then be available, without the necessity of showing actual monetary
                                            damages or the posting of a bond or other security. In the event of a violation by the Executive
                                            of any provision of Sections 5 or 6 hereof, or this Section 12, following the termination
                                            of the Executive’s employment under this Agreement, any payments or other benefits
                                            being paid or provided to the Executive pursuant to Section 10 of this Agreement shall immediately
                                            cease and the Company shall be entitled to recover any payments to Executive or made on Executive’s
                                            behalf for COBRA.



 


		13.	Code Section 409A



 


		(a)	Notwithstanding
                                            the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the
                                            Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to
                                            “specified employees”, any payment on account of the Executive’s separation
                                            from service that would otherwise be due hereunder and which is subject to the requirements
                                            of Code Section 409A that is payable within six (6) months after such separation shall nonetheless
                                            be delayed until the first business day of the seventh month following the Executive’s
                                            date of termination and the first such payment shall include the cumulative amount of any
                                            payments that would have been paid prior to such date if not for such restriction, plus interest
                                            on any delayed payments at the prime rate of interest published in the Wall Street Journal
                                            effective as of the date of termination. Notwithstanding anything contained herein to the
                                            contrary, the Executive shall not be considered to have terminated employment with the Company
                                            for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination
                                            by the Company without Cause unless he/she would be considered to have incurred a “termination
                                            of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).



 


		(b)	This
                                            Agreement is intended to be exempt from or comply with the requirements of Section 409A of
                                            the Code and regulations promulgated thereunder (“Section 409A”). To the extent
                                            that any provision in this Agreement is ambiguous as to its compliance with Section 409A,
                                            the provision shall be read in such a manner so that no payments due under this Agreement
                                            shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of
                                            the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated
                                            as a separate payment. In no event may the Executive, directly or indirectly, designate the
                                            calendar year of payment.



 


		(c)	All
                                            reimbursements provided under this Agreement shall be made or provided in accordance with
                                            the requirements of Section 409A, including, where applicable, the requirement that (i) any
                                            reimbursement is for expenses incurred during the Executive’s lifetime (or during a
                                            shorter period of time specified in this Agreement), (ii) the amount of expenses eligible
                                            for reimbursement during a calendar year may not affect the expenses eligible for reimbursement
                                            in any other calendar year, (iii) the reimbursement of an eligible expense will be made on
                                            or before the last day of the calendar year following the year in which the expense is incurred,
                                            and (iv) the right to reimbursement is not subject to liquidation or exchange for another
                                            benefit.



 


		14.	Limitation as
                                            to Amounts Payable



 


		14.1	Notwithstanding
                                            anything set forth in this Agreement to the contrary, if any payment or benefit the Executive
                                            would receive from the Company (or its successor) pursuant to a Change of Control Event or
                                            otherwise (“Payment”) would (i) constitute a “parachute payment”
                                            within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject
                                            to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
                                            such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall
                                            be the largest portion of the Payment that would result in no portion of the Payment being
                                            subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute
                                            payments” is necessary so that the Payment equals the Reduced Amount, reduction, unless
                                            to the extent permitted by Code Section 280G the Executive designates another order, shall
                                            occur in the following order: reduction of cash payments; cancellation of accelerated vesting
                                            of equity awards not subject to Q&A 24(c) of Treasury Reg. 1.280G 1; cancellation of
                                            accelerated vesting of Stock Options, stock options and other equity awards subject to Q&A
                                            24(c) of Treasury Reg. 1.280G 1; reduction of employee benefits. In the event that acceleration
                                            of vesting of warrant, stock option or equity award compensation is to be reduced, such acceleration
                                            of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s
                                            Stock Options, stock options or equity awards. The accounting firm engaged by the Company
                                            for general audit purposes as of the day prior to the effective date of the Change of Control
                                            shall perform the foregoing calculations, or if such accounting firm is not authorized to
                                            provide services in the United States or otherwise not qualified to advise with regard to
                                            United States taxation, then an accounting firm shall be retained by the Company that is
                                            so authorized and qualified. Notwithstanding the foregoing, if this Section would result
                                            in the reduction in any Payment, the Company will use good faith efforts to submit the excess
                                            Payments for stockholder approval such that, if approved, the excise tax under Section 4999
                                            of the Code (and therefore the limits imposed by this Section) does not apply to the Executive
                                            thereby allowing such excess Payments to be paid to the Executive.



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	15



    

 


		15.	Waiver of Breach



 


			A
                                            waiver by the Company or the Executive of any breach of any provision of this Agreement by
                                            the other Party shall not operate or be construed as a waiver of any other or subsequent
                                            breach by the other Party.



 


		16.	Tolling



 


			The
                                            Executive understands and agrees that in the event that the Executive breaches any covenants
                                            contained herein during the Restricted Period, the Restricted Period shall be extended automatically.
                                            The duration of such extension shall equal the period of time between the date the Executive
                                            began such violation and the date the Executive permanently ceases such violation.



 


		17.	Disclosure to
                                            Future Employers



 


			During
                                            the Restricted Period the Executive shall provide, and Executive acknowledges and agrees
                                            that the Company in its sole discretion similarly may provide, a copy of this Agreement to
                                            any business or enterprise that the Executive may directly or indirectly own, manage, operate,
                                            finance, join, control or in which Executive may participate in the ownership, management,
                                            operation, financing, or control, or with which Executive may be connected as an officer,
                                            director, employee, partner, principal, agent, representative, consultant or otherwise.



 


		18.	Changes in Role
                                            or Title



 


		18.1	Executive
                                            acknowledges that the covenants in this Agreement are given in exchange for, among other
                                            things, employment and the terms and conditions of such employment. The covenants are not
                                            tied to the Executive’s present role, title or responsibilities. Therefore, the Executive
                                            acknowledges and agrees that the covenants contained in this Agreement shall survive any
                                            change in the Executive’s role, title, responsibilities, compensation, benefits or
                                            other terms and conditions of employment.



 


		19.	Amendment of the
                                            Agreement



 


			The
                                            Agreement may not be amended or modified except by a written modification signed by the Parties,
                                            except for those changes expressly reserved to the Company’s discretion in this Agreement.



 


		20.	Attorneys’
                                            Fees; Mediation



 


		20.1	In
                                            the event that any action is brought to enforce any of the provisions of this Agreement,
                                            or to obtain money damages for the breach thereof, and such action results in the award of
                                            a judgment for money damages or in the granting of any injunction in favor of one of the
                                            Parties to this Agreement, all expenses, including reasonable attorneys’ fees, shall
                                            be paid by the non-prevailing Party, if so awarded by a court of competent jurisdiction.



 


		20.2	If
                                            a dispute arises from or relates to this Agreement or the alleged breach thereof, and if
                                            the dispute cannot be settled by the Parties through negotiation, the Parties agree to submit
                                            the matter to non-binding mediation before resorting to litigation in any court of competent
                                            jurisdiction.  Either Party may initiate mediation by providing written notice to the
                                            other Party of a request for mediation.  The Parties agree to cooperate with one another
                                            in selecting the mediator from a panel of neutrals from JAMS (or other similar organization)
                                            and in scheduling the time and place of the mediation.  Each Party covenants and agrees
                                            to participate in the mediation in good faith.  Each Party agrees to pay one-half of
                                            mediator’s fees and expenses and to pay the entire amount of its own attorneys’
                                            fees and costs related to the mediation.  The mediator may issue a report in writing,
                                            stating the essential findings of fact and conclusions of law. Except as may be permitted
                                            or required by law, a party may disclose the existence, content or results of any mediation
                                            hereunder without the prior written consent of all parties, including without limitation
                                            within any dispute brought within a court of competent jurisdiction. 



 






     


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		21.	Governing Law
                                            and Jurisdiction



 


			This
                                            Agreement shall be governed
                                            by and construed in accordance with the laws of the Commonwealth of Massachusetts, without
                                            regard to any conflict of laws principles. The validity or unenforceability of any provision
                                            of this Agreement, or any terms hereof, shall not affect the validity or enforceability of
                                            any other provision or term of this Agreement. The Parties agree that any action, demand,
                                            claim or counterclaim relating to the terms and conditions of this Agreement or to its breach
                                            shall be heard only and exclusively in the Commonwealth of Massachusetts in a federal court
                                            of competent jurisdiction and each Party hereby irrevocably submits to the exclusive personal
                                            and subject matter jurisdiction of such courts. The Executive and the Company further
                                            agree that any such dispute shall be tried by a judge alone and hereby waive and forever
                                            renounce the right to a trial before a civil jury in any such dispute.



 


		22.	Assignment



 


			The
                                            Company may assign its rights
                                            and obligations hereunder to any person or entity that succeeds to all or substantially all
                                            of the Company’s business or that aspect of the Company’s business in which Executive
                                            is principally involved. The Company is not required to provide notice to or obtain consent
                                            from Executive prior to any such assignment. Executive may not assign Executive’s rights
                                            and obligations under this Agreement.



 


		23.	Entire
                                            Agreement



 


			This
                                            Agreement sets forth the
                                            entire and final agreement and understanding of the Parties with respect to the subject matter
                                            hereof. Except as otherwise provided herein, this Agreement supersedes any and all other
                                            agreements, either oral or in writing, between the Parties hereto, with respect to the subject
                                            matter hereof. No change or modification of this Agreement shall be valid unless in writing
                                            and signed by the Company and the Executive.



 


		24.	Signatures



 


			This
                                            Agreement shall be signed by both Parties, in duplicate, and one original shall be kept by
                                            each of the Company and the Executive.



 


[signature
page follows]


 




     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	17



    

 


IN
WITNESS WHEREOF, the Parties have set their signatures under seal on the Effective Date first written above.


 


	 	Date: December 7, 2021	 
	 	 	 
	 	Allarity Therapeutics,
    Inc.	 
	 	by:	 
	 	 	 
	 	/s/ Steve
    R. Carchedi	 
	 	Steve R. Carchedi	 
	 	Chief Executive Officer	 



 


	 	Date: December 7, 2021	 
	 	 	 
	 	The Executive 	 
	 	 	 
	 	/s/ James
    G. Cullem	 
	 	James G. Cullem, J.D.	 



 




     


     


    

 


 


 


Appendix
1


 


GENERAL
RELEASE


 


I,
James G. Cullem, in consideration of and subject to the performance by Allarity Therapeutics, Inc. (the “Company”)1
of its obligations under the Employment Agreement, dated as of December 7, 2021 (the “Agreement”), do hereby
release and forever discharge as of the date hereof the Company and its affiliates and all present and former directors, officers, agents,
representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct or indirect owners
(collectively, the “Released Parties”) to the extent provided below. Unless I rescind my assent to this General Release
as set forth in paragraph 8 below, this Agreement shall be effective on the eighth (8th) day after I sign it (the “Effective
Date”), at which time it will become final and binding on all Parties.


 


		1.	My
                                            employment or service with the Company and its affiliates terminated as of ____, 20__, and
                                            I hereby resign from any position as an officer, member of the board of managers or directors
                                            (as applicable) or fiduciary of the Company or its affiliates (or reaffirm any such resignation
                                            that may have already occurred). I understand that any payments or benefits paid or granted
                                            to me under Section 10.5 of the Agreement represent, in part, consideration for signing this
                                            General Release and are not salary, wages, payments or benefits to which I was already entitled.
                                            I understand and agree that I will not receive the payments and benefits specified in the
                                            Agreement unless I execute and do not revoke this General Release within the time period
                                            permitted hereafter or breach this General Release. I understand and agree that such payments
                                            and benefits are subject to Section 13 of the Agreement, which (as noted below) expressly
                                            survives my termination of employment and the execution of this General Release. Such payments
                                            and benefits will not be considered compensation for purposes of any employee benefit plan,
                                            program, policy or arrangement maintained or hereafter established by the Company or its
                                            affiliates. I also acknowledge and represent that I have received all payments and benefits
                                            that I am entitled to receive (as of the date hereof) by virtue of any employment by the
                                            Company including my regular wages earned through the termination date, payment for all accrued
                                            unused vacation, payment for all outstanding business expenses and any other form of compensation
                                            or benefit that may be due to me.



 


		2.	Except
                                            as provided in paragraph 4 below and except as may be expressly provided in the provisions
                                            of the Agreement which expressly survive the termination of my employment with the Company,
                                            I knowingly and voluntarily (for myself, my spouse, my heirs, executors, administrators and
                                            assigns (the “Releasors”)) release and forever discharge the Company and
                                            the other Released Parties from any and all claims, suits, controversies, actions, causes
                                            of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated
                                            damages, punitive or exemplary damages, other damages, claims for costs and attorneys’
                                            fees, or liabilities of any nature whatsoever in law and in equity, both past and present
                                            (through the Effective Date of this General Release) and whether known or unknown, suspected,
                                            or claimed against the Company or any of the Released Parties which the Releasors may have,
                                            arising at any time prior to or including the Effective Date of this General Release (collectively,
                                            “Claims”). The Claims covered by this General Release include, but are not limited
                                            to, all Claims that arise out of or are connected with my employment with, or my separation
                                            or termination from, the Company (including, but not limited to, any allegation, claim or
                                            violation, arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil
                                            Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (the “ADEA”);
                                            the Older Workers Benefit Protection Act (the “OWBPA”); the Equal Pay Act of
                                            1963, as amended; the Americans with Disabilities Act of 1990 (the “ADA”); the
                                            Family and Medical Leave Act of 1993 (“FMLA”); the Worker Adjustment Retraining
                                            and Notification Act (“WARN”); the Employee Retirement Income Security Act of
                                            1974 (“ERISA”); any applicable Executive Order Programs; the Fair Labor Standards
                                            Act (“FLSA”) and its state or local counterparts; any other federal, state or
                                            local civil or human rights law, or under any other local, state, or federal law, regulation
                                            or ordinance, including but not limited to the Massachusetts Payment of Wages Law (M.G.L.
                                            Chapter 149, §§148, 150); M.G.L. Chapter 149 in its entirety; M.G.L. Chapter 151
                                            in its entirety (including but not limited to the minimum wage and overtime provisions);
                                            or under any public policy, contract or tort, or under common law; or arising under any policies,
                                            practices or procedures of the Company; or any claim for wrongful discharge, breach of contract,
                                            infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses,
                                            including attorneys’ fees incurred in these matters (all of the foregoing collectively
                                            referred to herein as the “Claims”).



 





 



		1	Whenever
                                            the terms “Allarity Therapeutics, Inc.” or the “Company” are used
                                            in this General Release, they shall be deemed to include Allarity Therapeutics, Inc. and
                                            any and all of its divisions, affiliates and subsidiaries and all related entities, and its
                                            and their directors, officers, employees, agents, successors and assigns.



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	19



    

 


		3.	I
                                            represent that I have not filed or asserted any cause of action, claim, charge or other action
                                            or proceeding against the Company and to the best of my knowledge, no other person, organization
                                            or entity has done so on my behalf. I further represent that I have made no assignment or
                                            transfer of any right, claim, demand, cause of action, or other matter covered by paragraph
                                            2 above.



 


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



 


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



 


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



 


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



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	20



    

 


		8.	I
                                            understand that because I am over forty (40) years of age, I am granted specific rights under
                                            the Older Workers Benefit Protection Act (“OWBPA”). I further understand that
                                            this General Release contained in Appendix 1 is intended to release any rights I may have
                                            against the Company alleging discrimination on the basis of age. I acknowledge and agree
                                            that I have been given twenty-one (21) days to consider and accept the provisions of this
                                            General Release and that any changes to this General Release, whether material or immaterial,
                                            will not restart the running of this period. I further acknowledge that I understand that
                                            I may rescind my assent to this General Release if, within seven (7) days after the date
                                            I sign the General Release, I deliver a written notice of rescission to the Company. To be
                                            effective, such notice of rescission must be postmarked, and sent by certified mail, return
                                            receipt requested, or hand-delivered within the seven-day period, to Allarity Therapeutics,
                                            Inc., 210 Broadway, Suite 201, Cambridge, MA 02139, Attn: Chief Executive Officer. I agree
                                            that I will forfeit all severance payments payable by the Company pursuant to the Agreement
                                            if I challenge the validity of this General Release. I also agree that if I violate this
                                            General Release by suing the Company or the other Released Parties, and the Company is the
                                            prevailing Party in such suit, I will pay all costs and expenses of defending against the
                                            suit incurred by the Released Parties, including reasonable attorneys’ fees, and return
                                            all payments received by me pursuant to the Agreement. Notwithstanding the foregoing, I shall
                                            not be deemed to forfeit any amounts payable under the Agreement solely due to a challenge
                                            to the validity of this General Release under the requirements of the ADEA, nor shall I be
                                            required to pay the costs and expenses (including attorney’s fees) of any Released
                                            Party solely in connection with a challenge to the validity of this General Release under
                                            the ADEA, provided, however, that I acknowledge and agree that this General Release
                                            is intended to apply to all claims that I have under the ADEA and that, unless this General
                                            Release is found to be invalid, any and all claims I have or may claim to have under the
                                            ADEA are hereby released.



 


		9.	I
                                            agree that this General Release is confidential and agree not to disclose any information
                                            regarding the terms of this General Release (other than information made public by the Company
                                            through regulatory filings or otherwise), except to my immediate family and any tax, legal
                                            or other counsel I have consulted regarding the meaning or effect hereof or as required by
                                            law, and I will instruct each of the foregoing not to disclose the same to anyone. Any non-disclosure
                                            provision in this General Release does not prohibit or restrict me (or my attorney) from
                                            responding to any inquiry about this General Release or its underlying facts and circumstances
                                            by the Securities and Exchange Commission (SEC), any other self-regulatory organization or
                                            any governmental entity.



 


		10.	I
                                            agree to reasonably cooperate with the Company in any internal investigation or administrative,
                                            regulatory, or judicial proceeding. I understand and agree that my cooperation may include,
                                            but not be limited to, making myself available to the Company upon reasonable notice for
                                            interviews and factual investigations; appearing at the Company’s request to give testimony
                                            without requiring service of a subpoena or other legal process; volunteering to the Company
                                            pertinent information; and turning over to the Company all relevant documents which are or
                                            may come into my possession all at times and on schedules that are reasonably consistent
                                            with my other permitted activities and commitments. I understand that in the event the Company
                                            asks for my cooperation in accordance with this provision, the Company will reimburse me
                                            for all reasonable expenses related to such cooperation, provided that the Company shall
                                            not be required to reimburse me for any attorney’s fees incurred in connection with
                                            such cooperation, other than attorneys’ fees otherwise reimbursable to me pursuant
                                            to any right of indemnification I may have in accordance with the provisions of the Agreement.






 


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



 


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



 






     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	21



    

 


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


 


		●	I HAVE
                                            READ IT CAREFULLY;



 


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



 


		●	I VOLUNTARILY
                                            CONSENT TO EVERYTHING IN IT;



 


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



 


		●	I
                                            HAVE HAD AT LEAST TWENTY-ONE DAYS TO CONSIDER THIS GENERAL RELEASE;



 


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



 


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



 


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



 


	 	 
	James G. Cullem	 
		 
	Date	 



 




     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	22



    

 


Appendix
2


 


OTHER
BOARD ROLES


 


None.


 




     


    	Allarity Employment Agreement_James Cullem_ December 7, 2021	23



    

 


Appendix
3


 


ALLARITY
THERAPEUTICS A/S


CONVERTED
OPTIONS


 


	Name:	James G. Cullem
	 	 
	Address:	1 1⁄2 Fruit Street, Newburyport MA 01950
	 	 
	A.	 
	 	 
	Grant Number:	20-002
	 	 
	Date of Grant:	September 24, 2019 (“Old Options”)
	 	 
	Vesting Commencement Date:	September 24, 2019
	 	 
	Exercise Price per Share:	SEK 2.42
	 	 
	Total Number of Shares:	1,409,550






 


	Type of Option:	Converted Option
	 	 
	Expiration Date:	Ten (10)
    years from September 24, 2019; provided that the Warrants expire earlier if the Warrantholder’s employment terminates earlier,
    as described in the Warrant Grant Agreements and Plan.
	 	 
	Vesting Schedule:	Subject
    to the limitations set forth in the Warrant Agreements, the Old Options will vest in accordance with the following schedule: 


 


		●	Fully
                                            vested as of September 30, 2021.



 


	B.	 
	 	 
	Grant Number:	  21-003
	 	 
	Date of Grant:	November 24, 2021 (“New Options”)
	 	 
	Vesting Commencement Date:	  July 7, 2021 (“Vesting Date”)
	 	 
	Exercise Price per Share:	SEK 0.945
	 	 
	Total Number of Shares:	6,666,274



 


	Type of Option:	Converted Option
	 	 
	Expiration Date:	Two (2) years from the
    vesting of any Warrants; provided that the Warrants expire earlier if the Warrantholder’s employment terminates earlier, as
    described in the Warrant Grant Agreements and Plan.
	 	 
	Vesting Schedule:	Subject to the limitations
    set forth in the Warrant Agreements, the New Options will vest in accordance with the following schedule: 


 


		●	Twenty-five
                                            percent (25%) upon the Vesting Date.



		●	The
                                            remaining seventy-five percent (75%) vesting 1/36th monthly over the 36 months
                                            from the Vesting Date.