Exhibit
10.5


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and entered into as of August 18, 2015 (the “Effective Date”),
by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jeff Eliot Margolis (“Executive”).


 


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


 


1.Term.
The Executive’s employment hereunder shall be effective as of the Effective Date and shall continue until September 30,
2016, unless terminated earlier pursuant to Section 7.4 of this Agreement; provided that, on September 30, 2016 (such date and
the one year anniversary of each such date thereafter, a “Renewal Date”), the Agreement shall be deemed to be automatically
extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice
of its intention not to extend the term of the Agreement at least ninety (90) days prior to the applicable Renewal Date. The period
during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”



 


2.Positions
and Duties. 


 


2.1During
the Employment Term, Executive shall serve the Company as its Vice-President, Secretary and Treasurer, reporting to the Chief
Executive Officer (“CEO”), or in such other additional executive capacity as the CEO and Board of Directors of the
Company (the “Board”) may from time to time request. During the Employment Term, Executive shall have all duties and
responsibilities that are reasonably consistent with these titles and positions and shall devote all of his normal business time
and attention to, and use his best efforts to advance, the business of the Company. So long as he remains an officer of the Company,
Executive will also serve as a member of the Board and may serve in other capacities on the Board, all without additional compensation.
Executive agrees to immediately resign from the Board if he ceases to be an officer of the Company. Other than as described in
Exhibit C, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or
indirect remuneration without advising the Board, except that without the prior approval of the Board, Executive may serve on
the board of directors of other companies if in so doing Executive does not breach the terms of this Agreement, his fiduciary
duties to the Company, or his confidentiality obligations to the Company, or otherwise interfere with the performance of the Executive’s
duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in
this Section 2.


 


2.2Executive
represents and warrants to the Company that Executive is free to accept employment with the Company, and that Executive has no
prior or other commitments or obligations of any kind to anyone else or any entity that would restrict, hinder or interfere with
Executive’s acceptance of his obligations hereunder or the exercise of Executive’s best efforts to the performance
of his duties hereunder.


 




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3.Confidential
Information.


 


3.1Company
Information. Executive agrees at all times during Employment Term and thereafter, to hold in the strictest confidence, and
not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization
of the Board, any Confidential Information (as defined below) of the Company, except as otherwise provided under a non-disclosure
agreement duly authorized and executed by the Company. Executive understands that “Confidential Information” means
any non-public information that relates to the actual or anticipated business or research and development of the Company, technical
data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s
products or services and markets, customer lists and customers, software developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, marketing, finances or other business information or any other
non-public financial, commercial, business or technical information related to the Company. Executive further understands that
Confidential Information does not include any of the foregoing items that have been previously disclosed to the public by the
Company or have become public knowledge through no direct or indirect fault of Executive or any person acting on Executive’s
behalf. 


 


Executive
agrees that on termination of his employment with the Company for any reason, Executive will immediately return to the Company
all Confidential Information and all memoranda, books, papers, plans, information, letters and other data, and all copies and
derivatives thereof or therefrom, in any way relating to the business of the Company. Executive further agrees that he will not
retain or use for his account at any time any tradenames, trademark or other proprietary business designation used or owned in
connection with the business of the Company.


 


3.2Former
Employer Information. Executive agrees that he will not, during the Employment Term, improperly use or disclose any proprietary
information or trade secrets of any former employer or other person or entity and that he will not bring onto the premises of
the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented
to in writing by such employer, person or entity.


 


3.3Third
Party Information. Executive recognizes that the Company has received, and in the future will receive, from third parties
their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of
such information and to use it only for certain limited purposes. Executive agrees to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary
in carrying out Executive’s work for the Company consistent with the Company’s agreement with such third party.


 




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4.Inventions.


 


4.1Inventions
Retained and Licensed. Except as listed on Exhibit A, Executive does not have any inventions, original works of authorship,
developments, improvements, and trade secrets which were made by him prior to his employment with the Company (collectively referred
to as “Prior Inventions”), which belong to him, which may relate to the Company’s proposed business, products
or research and development, and which were not previously assigned to the Company. If, in the course of Executive’s employment
with the Company, Executive incorporates into a Company product, process or service a Prior Invention owned by Executive or in
which Executive has an interest, Executive hereby grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable,
perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such
product, process or service, and to practice any method related thereto. Executive agrees to cooperate with and assist the Company,
as the Company may request, in connection with the provisions of this paragraph.


 


4.2Assignment
of Inventions. Executive agrees that Executive will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Executive’s right,
title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which
Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to
practice, during the period of time Executive is in the employ of the Company (collectively referred to as “Inventions”).
Executive further acknowledges that all original works of authorship which are made by him (solely or jointly with others) within
the scope of and during the Employment Term, and which are protectable by copyright, are “works made for hire,” as
that term is defined in the United States Copyright Act. Executive understands and agrees that the decision whether or not to
commercialize or market any Invention developed by Executive solely or jointly with others is within the Company’s sole
discretion and for the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s
efforts to commercialize or market any such Invention.


 


4.3Inventions
Assigned to the United States. Executive agrees to assign to the United States government all his right, title, and interest
in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company
and the United States or any of its agencies. 


 


4.4Maintenance
of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive
(solely or jointly with others) during the Employment Term. The records will be in the form of notes, sketches, drawings, and
any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company
at all times.


 


4.5Patent
and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in every
proper way to secure the intellectual property rights of the Company in any and all countries, including, but not limited to,
the disclosure to the Company of all pertinent information and data with respect to such intellectual property rights, the execution
of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order
to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights of the Company. Executive further agrees that his obligation to execute or cause to be executed,
when it is in his power to do so, any such instrument or papers, shall continue after the termination of this Agreement. If the
Company is unable because of Executive’s mental or physical incapacity or for any other reason to secure Executive’s
signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering
Inventions or original works of authorship assigned to the Company as above, then Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in Executive’s
behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution
and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Executive.


 







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5.Office
and Travel. The principal place of Executive’s employment shall be located in Bridgehampton, NY. Executive will be required
to travel on Company business during the Employment Term.


 


6.Compensation
and Fringe Benefits.


 


6.1Base
Salary. For all services rendered by Executive during the first year of this Agreement, the Company shall incur a payroll
obligation to be accrued, if not otherwise paid, to Executive at an annual total base salary (as in effect from time to time,
the “Base Salary”) of $195,000. The payment obligation associated with this first year Base Salary: (i) shall accrue,
but no payments to be made until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination
thereof, after the Effective Date has been received by the Company, at which time, payment shall be a gross amount of $1,923.08
made on a bi-weekly basis (this equates to a rate of $50,000 per year), and subjected to required and appropriate payroll withholding
taxes, and any unpaid portion of the Base Salary shall continue to be accrued, and (ii) upon the Company having raised $10,000,000
or more of net proceeds on a cumulative basis, from any offering or financing of debt or equity, or a combination thereof, that
closes during the first year of this Agreement, (A) the gross bi-weekly payroll rate shall be adjusted to that amount that would
result in gross payroll equal to the $195,000 Base Salary amount, and (B) all accrued but unpaid salary shall be paid in a lump
sum, with all such bi-weekly payroll payments and other payments being subjected to required and appropriate withholding taxes.



 


6.2Performance
Bonus.


 


(a)
With respect to the first year of Employment Term, the Company shall pay Executive a single cash bonus (not cumulative), as follows:




 


	Cash
    Bonus	 	Conditions
    Precedent to Payment of Bonus – Amount of Net Proceeds from any Financing During First Year of Employment Term
	$65,000 (“threshold level”)	 	$10,000,000 – $11,999,999
	$125,000 (“maximum level”)	 	$12,000,000 or more



 




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The
Company may, in its sole and absolute discretion, (i) pay a bonus for performance below the threshold level, (ii) pay an increased
bonus for performance between the threshold level and maximum level, and (iii) pay an increased bonus for performance above the
maximum level. Such bonuses, if any, will be paid in a lump sum on the 30th calendar day following the first anniversary of the
Effective Date (or, if such date is not a Business Day, the first Business Day thereafter). In order to be eligible to receive
such bonuses, the Executive must be employed by the Company on the date that such bonuses are earned and paid.


 


(b)For
each year during the Employment Term, the Executive shall be eligible to earn a performance-based annual bonus award of up to
50% of Base Salary, based upon the achievement of annual performance goals established by the Board in consultation with the Executive
prior to the start of such year. This metric notwithstanding, the Board may determine, at its sole discretion, to pay to Executive
any amount of an extraordinary bonus, in recognition of extraordinary achievements that benefit the Company.


 


6.3Stock
Options.


 


(a)NQSO
Grant. As of August 18, 2015, the Company shall grant Executive a stock option, which will not be an “incentive stock
option” (as defined in Section 422 of the Code), under the Company’s 2015 Stock and Stock Option Plan (the “2015
Plan” and together with the 2014 Plan, the “Plans”) to purchase 10,000,000 shares of the Company’s common
stock, which shall have a per share exercise price equal to the simple average of the most recent four (4) full trading weeks,
weekly VWAPs of the Company’s common stock price immediately preceding the date of grant as reported by OTC IQ. Subject
to the accelerated vesting provisions set forth herein, such option will vest as to 25% on each of December 31, 2015, March 31,
2016, June 30, 2016 and September 30, 2016, so that the option will be fully vested and exercisable on September 30, 2016, subject
to Executive’s continuous service to the Company through each vesting date. Such option shall have a term of ten (10) years
from its date of grant, subject to earlier termination in connection with Executive’s termination of service to the Company
as provided in the 2015 Plan and the Option Agreements. If there are insufficient shares in the 2015 Plan to make the grant set
forth in this Section 6.3(b) at the Effective Date, the Company will amend the 2015 Plan to increase the number of shares available,
and make the grant set forth above, as soon as practical after the Effective Date.


 


(b)Upon
Executive’s appointment, the Executive shall be eligible to participate in the Plans or any successor plans, subject to
the terms of the Plans or successor plans, as determined by the Board, in its discretion.


 


(c)The
options granted to Executive pursuant to this Section 6.3 (the “Options”) will be subject to the terms, definitions
and provisions of the Plans and the Option Agreements, all of which documents are incorporated herein by reference. Notwithstanding
the above, (i) in the event of a Change in Control (as defined in Section 7.4 below) of the Company prior to the vesting of the
Options (if outstanding) and that occurs while Executive remains employed hereunder, 100% of the then unvested shares subject
to the Options (if outstanding) shall immediately vest and become exercisable, and (ii) the Options may be exercised by cashless
or net exercise, subject to any limitations set forth in the Plans, applicable Option Agreements and applicable law.


 




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6.4Other
Benefits. Executive shall be entitled to participate in such employee benefit plans which may be instituted by the Company
for the benefit of its executive employees generally, upon such terms as may be therein provided of general application to all
executive employees of the Company and such other benefits as are mutually deemed appropriate by the Board and Executive to the
position held by Executive and to the discharge of Executive’s duties, as the same may be amended from time to time. Executive
shall be entitled to not less than twenty (20) business days’ vacation per year, with remuneration, which shall be coordinated
with the vacation periods of other officers of the Company in a manner that will minimize disruption of the Company’s management
efforts.


 


7.Expenses.


 


7.1Automobile
Expense. After the first anniversary of the Effective Date, if $10,000,000 has been raised in the first year after the Effective
Date as set forth in Section 6.1 a maximum of $9000, tax-equalized, annually, shall be reimbursed to Executive for automobile
expenses that includes the cost of a lease in Executive’s name.


 


7.2Insurance
Allowance. During the Employment Term and until such time as the Company establishes a group health plan for its employees,
the Company shall pay the Executive up to $1,200 per month, on a tax-equalized basis, as additional compensation for the purpose
of reimbursing Executive for health coverage for himself. In addition, during the Employment Term and until such time as the Company
establishes a group term life and disability insurance plan for its employees, the Company shall pay the Executive monthly, tax-equalized,
an amount not to exceed $1,000 as reimbursement for a term life insurance policy plus a disability insurance policy for Executive.



 


7.3Business
Expenses. The Company will pay or reimburse Executive for reasonable business travel, entertainment, computer, mobile phone,
telecommunications and other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s
duties hereunder in accordance with the Company’s established policies. Executive shall furnish the Company with written
evidence of the incurrence of such expenses within a reasonable period of time from the date that they were incurred. Executive
shall be reimbursed for mileage based on the IRS’s applicable standard mileage reimbursement rate for any business travel
requiring the use of Executive’s car.


 


7.4Termination
of Employment. 


 


(a)For
Cause or Without Good Reason. Executive’s employment hereunder may be terminated by the Company for Cause (as defined
below) or by Executive without Good Reason (as defined below). On any such termination, Executive will be entitled to receive
only the following payments and benefits (collectively, the “Accrued Benefits”): (i) any Base Salary earned but not
paid through the date of such termination, paid on the next regularly scheduled payroll date following such termination and (ii)
all other benefits, if any, due Executive, as determined in accordance with the plans, policies and practices of the Company,
including any expense reimbursement obligations described in Section 7.3 that were incurred as of the date of such termination.


 




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(b)Death
or Disability. Executive’s employment hereunder will automatically terminate on his death. If Executive suffers a Disability
(as defined below), the Company will have the right to terminate this Agreement effective on the giving of notice thereof to Executive.
On termination of Executive’s employment hereunder on account of death or Disability, Executive (or his estate, if applicable)
will be entitled to receive the Accrued Benefits. “Disability” means a physical or mental condition that, after reasonable
accommodation, has prevented Executive from performing satisfactorily his duties hereunder for a period of at least (i) one hundred
twenty (120) consecutive days or (ii) one hundred eighty (180) non-consecutive days in any 365 day period. Any question as to
the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing
by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third
who shall make such determination in writing.


 


(c)Without
Cause or For Good Reason. Executive’s employment hereunder may be terminated by the Executive for Good Reason or by
the Company without Cause. If Executive’s employment with the Company is terminated by the Company as a result of an involuntary
termination without Cause (which shall not include a termination due to death, Disability, or non-renewal of the Employment Term)
or a voluntary termination for Good Reason, Executive shall be entitled to receive the following severance benefits: (i) a lump
sum payment equivalent to twelve (12) months of Executive’s then current Base Salary, which shall be paid no later than
fifty-three (53) days following the date of Executive’s termination of employment; and (ii) full acceleration of the vesting
of any then unvested stock options or other equity compensation awards held by the Executive (with any unvested performance-based
awards accelerated at 100% of target performance levels). If Executive’s employment hereunder is terminated by the Company
without Cause or for Good Reason (as defined in this Section 7.4(c)) Executive shall not be forced to exercise any of his NQSOs,
or any of his ISOs, subject to any statutory limitations. 


 


For
the purposes of this Agreement, “Good Reason” means without Executive’s express written consent (i) a material
diminution of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities
in effect immediately prior to such reduction; (ii) a material diminution by the Company of Executive’s Base Salary as in
effect immediately prior to such reduction, other than a general reduction in base salary that affects all of the Company’s
executive officers; (iii) any material breach by the Company; or (iv) the relocation of Executive to a facility or a location
more than fifty (50) miles from the current location of the Executive’s principal office, which the Company and Executive
agree would constitute a material change in the geographic location at which Executive must perform services to the Company. Executive
cannot terminate his employment for Good Reason or a material breach of this Agreement unless he has provided written notice to
the Company of the existence of the circumstances providing grounds for termination for Good Reason within sixty (60) days of
the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is
provided to cure such circumstances. If the Executive does not terminate his employment for Good Reason within sixty (60) days
after the end of such cure period, then the Executive will be deemed to have waived his right to terminate for Good Reason with
respect to such grounds.


 




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For
the purposes of this Agreement, “Change in Control” means the occurrence of any of the following events: (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the total voting power represented by the Company’s then outstanding voting securities; (ii) the consummation of
the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of
a merger or consolidation of the Company with any other corporation, other than a merger consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation; provided, however, that notwithstanding the foregoing, the following shall not constitute
a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its affiliates, (D) any joint venture,
(E) any royalty agreement, or (F) any license agreement.


 


For
the purposes of this Agreement, “Cause” means (i) any act of personal dishonesty taken by the Executive in connection
with his employment hereunder, (ii) the Executive’s conviction or plea of nolo contendere to a felony, (iii) any
act by the Executive that constitutes material misconduct and is injurious to the Company, (iv) continued violations by the Executive
of the Executive’s obligations to the Company, (v) material breach of this Agreement, (vi) commission of any act of serious
moral turpitude, or (vii) material failure to comply with the lawful direction of the Board. Except for a failure, breach or refusal
which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery
of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably
expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period
within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment
without notice and with immediate effect. Notwithstanding anything to the contrary in this Agreement, if at any time the Board
determines that Executive might have engaged in an act or omission that could constitute grounds for the Company to terminate
Executive’s employment hereunder for Cause, the Board may suspend Executive from his offices and duties with the Company
and its subsidiaries for a period of time reasonably necessary to permit the Board to complete an appropriate investigation. During
such suspension period, Executive will remain an employee of the Company and will continue to be eligible to receive all compensation
and benefits due to Executive hereunder, but Executive will not be authorized to act, or to hold himself out, as an officer or
agent of the Company or any of its subsidiaries and promptly return to the Company all property of the Company and its subsidiaries.


 




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Executive
agrees that as a condition precedent to receipt of any severance benefits described in Section 7.4(c), Executive (or Executive’s
estate, in the event of Executives death) shall be required to promptly execute and not revoke a general full release of all claims
against the Company (or any person affiliated with the Company) in substantially the form attached as Exhibit B. Receipt of the
severance payments and benefits specified in Section 7.4(c) shall be contingent on the receipt of such executed release and the
lapse of any statutory period for revocation, and such release becoming effective in accordance with its terms within fifty-two
(52) days following the termination date. Any severance benefits to which Executive is entitled to under Section 7.4(c) shall
be sent by the Company to the Executive on the fifty-third (53rd) day following Executive’s employment termination date
or such later date as is required to avoid the imposition of additional taxes under Section 409A of the Code. If the fifty-third
(53rd) day falls on a non-business day and/or holiday, the severance benefits shall be sent to the Executive on the next business
day.


 


Company
will provide appropriate and ample directors and officers liability insurance coverage for Executive throughout the course of
his employment.


 


(d)Forfeiture
of Severance. Notwithstanding anything in this Agreement to the contrary, if (i) Executive breaches any of the restrictions
set forth in Section 3, 4, or 8 or any similar restrictions set forth in any other written agreement between Executive and the
Company or any of its subsidiaries or (ii) at any time following termination of Executive’s employment with the Company,
the Company determines that Executive engaged in an act or omission that, if discovered during Executive’s employment, would
have entitled the Company to terminate Executive’s employment hereunder for Cause, Executive will forfeit his entitlement
to the severance to the extent not yet paid and any unvested options and any vested but unexercised options. For the avoidance
of doubt, following any such forfeiture, Executive will remain subject to the restrictions set forth in Section 3, 4, and 8 and
any similar restrictions set forth in any other written agreement between Executive and the Company or any of its subsidiaries
in accordance with their terms.


 


(e)Resignation
from All Positions. On termination of Executive’s employment hereunder for any reason, Executive will immediately resign
from any and all other positions or committees that Executive holds or is a member of with the Company or any of its subsidiaries,
including as an officer or director.


 


7.5Code
Section 280G Best Results.


 


(a)If
any payment or benefit Executive would receive pursuant to this Agreement or otherwise, including accelerated vesting of any equity
compensation (“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 either (x) the
largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest
portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state
and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in
Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion
of the Payment may be 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 shall occur in the following order: (A) cash payments shall
be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence
of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards
shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the
most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation
rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed
on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. 


 




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(b)The
Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder and perform the foregoing
calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made
hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which right to a Payment
is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive.
Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and
Executive.


 


7.6Section
409A.


 


(a)Notwithstanding
anything to the contrary in the Agreement, if Executive is a “specified employee” within the meaning of Section 409A
of the Code at the time of Executive’s termination of employment (other than due to death), and the severance payable to
Executive, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits
that are considered deferred compensation under Section 409A of the Code (together, the “Deferred Compensation Separation
Benefits”) that are payable within the first six (6) months following Executive’s termination of employment, then
such severance will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following
the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will
be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the
contrary, if Executive dies following Executive’s termination of employment but prior to the six (6) month anniversary of
Executive’s termination of employment, then any payments delayed in accordance with this paragraph will be payable in a
lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation
Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment
and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations.


 


(b)Any
amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of this
Agreement. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from
service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not
constitute Deferred Compensation Separation Benefits for purposes of this Agreement. For this purpose, “Section 409A Limit”
means the lesser of two (2) times: (A) Executive’s annualized compensation based upon the annual rate of pay paid to Executive
during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment
as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect
thereto; or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the
Code for the year in which Executive’s employment is terminated.


 




    	10



    	 



    


 


(c)The
foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the severance payments
and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities
herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments
to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any
additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code.


 


8.Restrictive
Covenants.


 


8.1Non-competition.
Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to Executive, during the Employment Term and for twelve (12) months, to run consecutively, beginning
on the last day of Executive’s employment with the Company, Executive agrees and covenants not to engage in any Competitive
Activity within the therapeutic areas of Ampakines and cannabinoids as applied to breathing disorders and potential therapeutic
areas of Ampakines and breathing disorders or respiratory distress in general, including but not limited to the use of cannabinoids
or Ampakines. Notwithstanding any such restrictions, Executive agrees not to use the Company’s
Confidential Information to compete against the Company at any time post termination of employment.


 


For
purposes of this non-compete clause, “Competitive Activity” means to, directly or indirectly, in whole or in part,
engage in, provide services to or otherwise participate in, whether as an employee, employer, owner, operator, manager, advisor,
consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, any entity engaged
in a business that is competitive with the business of the Company, including Galleon Pharmaceuticals, Inc. and any other companies
in the therapeutic areas of Ampakines and cannabinoids as applied to breathing disorders and potential therapeutic areas of Ampakines
and breathing disorders or respiratory distress in general, including but not limited to the use of cannabinoids or Ampakines.
Without limiting the foregoing, Competitive Activity also includes activity that may require or inevitably require disclosure
of trade secrets, proprietary information or Confidential Information.


 


Nothing
herein shall prohibit Executive from purchasing or owning less than ten percent (10%) of the publicly traded securities of any
corporation other than the Company, provided that such ownership represents a passive investment and that Executive is not a controlling
person of, or a member of a group that controls, such corporation.


 




    	11



    	 



    


 


8.2Non-solicitation
of Employees. Executive understands and acknowledges that the Company has expended and continues to expend significant time
and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm
to the Company. Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit,
or induce the termination of employment of any employee of the Company during the twelve (12) month period, to run consecutively,
beginning on the last day of the Executive’s employment with the Company.


 


8.3Non-solicitation
of Customers. Executive understands and acknowledges that the Company has expended and continues to expend significant time
and expense in developing relationships with customers focused on the therapeutic areas of Ampakines and cannabinoids as applied
to breathing disorders and potential therapeutic areas of Ampakines and breathing disorders or respiratory distress in general,
including but not limited to the use of cannabinoids or Ampakines, customer information and goodwill, and that because of Executive’s
experience with and relationship to the Company, he has had access to and learned about much or all of the Company’s customer
information. Customer information includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history,
order preferences, chain of command, pricing information and other information identifying facts and circumstances specific to
the customer.


 


Executive
understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm
to the Company.


 


Executive
agrees and covenants, during the twelve (12) month period, to run consecutively, beginning on the last day of the Executive’s
employment with the Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail,
express mail, telephone, fax, and instant message), attempt to contact or meet with the Company’s current, former or prospective
customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.


 


8.4Non-disparagement.
Executive agrees and covenants that he will not at any time (whether during or after the termination of his employment) make,
publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements
concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers,
investors and other associated third parties. 


 


8.5Acknowledgement.
Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character;
that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this
Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company. 


 


Executive
further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under
Section 3, Section 4 and Section 8 of this Agreement; that he has no expectation of any additional compensation, royalties or
other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship
by reason of his full compliance with the terms and conditions of Section 3, Section 4 and Section 8 of this Agreement or the
Company’s enforcement thereof.


 




    	12



    	 



    


 


8.6Remedies.
In the event of a breach or threatened breach by Executive of Section 3, Section 4 or Section 8 of this Agreement, Executive hereby
consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without
the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity
of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages or other available forms of relief. 


 


9.Arbitration.


 


9.1Arbitration.
In consideration of Executive’s employment with the Company, the Company’s promise to arbitrate all employment-related
disputes, and Executive’s receipt of the compensation and other benefits paid to Executive by the Company, at present and
in the future, Executive agrees that any and all controversies claims or disputes with anyone (including the Company and any employee,
officer, director, shareholder or benefit pan of the Company in their capacity as such or otherwise) arising out of, relating
to, or resulting from Executive’s employment with the Company, or the termination of Executive’s employment with the
Company, including any breach of this Agreement, other than injunctive relief or other equitable relief under Section 8.6 above,
shall be subject to binding arbitration rules set forth in New York law (the “Rules”) and pursuant to New York law.
The Federal Arbitration Act shall continue to apply with full force and effect notwithstanding the application of procedural rules
set forth in the Rules. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury,
include any statutory claims under local, state or federal law, including, but not limited to, claims under title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, New York law, the Family
and Medical Leave Act, claims of harassment, discrimination or wrongful termination and any statutory or common law claims. Executive
further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive. 


 


9.2Procedure.
Executive agrees that any arbitration will be administered by the American Arbitration Association (“AAA”) and that
the neutral arbitrator will be selected in a manner consistent with its National rules for the Resolution of Employment Disputes.
Executive agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including
motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive
also agrees that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available
under applicable law. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator
or AAA, except that Executive shall pay any filing fees associated with any arbitration he initiates. Executive agrees that the
arbitrator shall administer and conduct any arbitration in accordance with New York law, including the New York Code - Civil Practice
Law and Rules, and that the arbitrator shall apply substantive and procedural New York law to any dispute or claim, without reference
to rules of conflict of law. To the extent that the AAA’s National Rules for the Resolution of Employment Disputes conflict
with New York law, New York law shall take precedence. Executive agrees that the decision of the arbitrator on the merits shall
be in writing. Executive agrees that the decree or award rendered by the arbitrator may be entered as a final and binding judgment
in any court having jurisdiction thereof. Executive agrees that any arbitration under this Agreement shall be conducted in New
York, New York.


 




    	13



    	 



    


 


9.3Remedy.
Except as provided by the Rules and this Agreement, arbitration shall be the sole, exclusive and final remedy for any dispute
between Executive and the Company, other than injunctive relief or other equitable relief under Section 8.6 above. Accordingly,
except as provided for and by the Rules and this Agreement, neither Executive nor the Company will be permitted to pursue court
action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard
or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not
otherwise required by law which the Company has not adopted.


 


9.4Administrative
Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a
local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity
Commission, or the Workers’ Compensation Board. This Agreement, however, does preclude Executive from pursing court action
regarding any such claim.


 


9.5Voluntary
Nature of This Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without
any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully
read this Agreement and has asked any questions needed for Executive to understand the terms, consequences and binding effect
of this Agreement and fully understand it, including that Executive is waiving his right to a jury trial. Finally, Executive agrees
that he has been provided an opportunity to seek the advice of an attorney of his choice before signing this Agreement.


 


10.Assignment.
This Agreement shall be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive
upon Executive’s death and (b) any successor of the Company. Any such successor of the Company shall be deemed substituted
for the Company under the terms of this Agreement for all purposes. As used herein, “successor” shall include any
person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form
of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition
or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance or other
disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation hereunder
shall be null and void.


 


11.Notices.
All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given if
delivered personally or three (3) days after being mailed by registered or certified mail, return receipt requested, or overnight
courier service, prepaid and addressed to the parties or their successors in interest at the following addresses, or at such other
addresses as the parties may designate by written notice in the manner aforesaid:


 




    	14



    	 



    


 


If
to the Company:


 


Cortex
Pharmaceuticals, Inc.


126
Valley Road, Suite C


Glen
Rock, New Jersey 07452


 


If
to the Executive:


 


Jeff
Eliot Margolis


PO
Box 1167


354
Widow Gavits Road


Bridgehampton,
NY 11932


 


12.Severability.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision.


 


13.Entire
Agreement. This Agreement, together with the Plans and the related equity award agreements, represents the entire agreement
and understanding between the Company and Executive concerning Executive’s employment relationship with the Company, and
supersedes and replaces any and all prior agreements and understandings, whether oral or written, concerning Executive’s
employment relationship with the Company.


 


14.Waiver
of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as
or be construed to be a waiver of any other previous or subsequent breach of this Agreement.


 


15.Headings.
All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.


 


16.No
Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed
by Executive and the Company.


 


17.Tax
Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.


 


18.Governing
Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of New
York.


 


19.Acknowledgement.
Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his legal counsel and
tax advisor, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and
is knowingly and voluntarily entering into this Agreement.


 


20.Counterparts.
This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the undersigned.


 







    	15



    	 



    


 


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


 


	 	JEFF
    ELIOT MARGOLIS
	 	 
	 	/s/
    Jeff Eliot Margolis


 


	 	CORTEX
    PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/
    Robert N. Weingarten
	 	Title:	Vice President
    and Chief Financial Officer


 




    	16



    	 



    


 


EXHIBIT
A


 


INVENTIONS
RETAINED AND LICENSED


 


None.


 




    	A-1



    	 



    


 


EXHIBIT
B


 


RELEASE
AGREEMENT


 


[Company
letterhead]


 


[Executive’s
full name]

[Executive’s address]


 


Dear
[Executive]


 


This
agreement (this “Agreement”) between [Company] (the “Company”) and you sets forth the terms
and conditions of the termination of your employment with the Company effective as of [insert date] (the “Termination
Date”). Reference is made herein to the Employment Agreement, dated as of [•], 2015 (the “Employment Agreement”),
between the Company and you.


 


You
will have until [insert date that is 21 days after the Termination Date] to consider whether to execute this Agreement (the date
on which you execute this Agreement, the “Release Date”). If you timely execute this Agreement, you will have
seven (7) days following the Release Date to consider whether to revoke this Agreement. If you do not revoke this Agreement during
the seven (7) days following the Release Date, this Agreement will become effective on the eighth day following the Release Date
(such eighth day, the “Effective Date”).


 


1.Termination
of Employment. You hereby acknowledge that your employment with the Company, and any positions you held with the Company or
any of its subsidiaries or affiliates, are terminated as of the Termination Date.


 


2.Severance
Benefits. Subject to your execution of, and compliance with your obligations under, this Agreement, and in consideration of
the release of claims set forth in Section 5(a) below, the Company will provide you with the Severance (as defined in the Employment
Agreement) on the terms set forth in the Employment Agreement, less applicable withholdings.


 


3.Return
of Property; Cooperation.


 


a.You
hereby represent that you have returned to the Company all property of the Company and its subsidiaries and affiliates in your
possession and all property made available to you in connection with your employment with the Company, including, without limitation,
any and all records, manuals, customer lists, notebooks, computers, computer programs and files, software, passwords utilized
by you, papers, electronically stored information and documents kept or made by you in connection with your employment with the
Company. You hereby confirm that you have removed all of your personal property from the Company’s premises and that the
Company does not possess any of your personal property.


 


b.You
agree to cooperate with and assist the Company, as the Company may request, in connection with any litigation, claim or other
dispute in which the Company or any of its subsidiaries or affiliates is or may become a party. The Company will provide as much
advance notice to you as practicable of its requests to schedule such cooperation, and to the extent practicable such cooperation
shall be scheduled to avoid interference with your other business and family commitments. The Company will reimburse you for all
reasonable costs and expenses you incur as a result of such cooperation.


 






    	B-1



    	 



    

 


4.Restrictive
Covenants; Confidentiality of Agreement.


 


a.You
hereby affirm that the restrictive covenants set forth in Paragraph 8 of the Employment Agreement (the “Restrictive Covenants”)
will remain in full and force and effect following the Termination Date in accordance with their terms and that, as of the Termination
Date, you have not breached any such covenants.


 


b.You
hereby agree to keep the terms of this Agreement strictly confidential and not to disclose such terms to any third party, except
that you may disclose such terms to (i) your attorney, tax advisor or spouse or significant other; provided that you request
any such third party to maintain the confidentiality of the terms of this Agreement and (ii) such persons, courts or administrative
agencies to the extent you are required by applicable law or legal order to disclose the terms of this Agreement; provided
that you notify the Company that such disclosure has been requested promptly upon your receipt of such request.


 


5.Release
of Claims.


 


a.In
consideration of the Severance and for other valuable consideration, you hereby knowingly and voluntarily release and forever
discharge the Company, its subsidiaries and affiliates, their respective successors, predecessors and assigns, and each of their
respective officers, directors, employees, representatives and agents (collectively, the “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 Release Date) and whether known or unknown,
suspected, or claimed against any of the Released Parties that you may have, which arise out of or are connected with your employment,
or termination of employment, with the Company other than those that arise out of or are related to your rights or status as an
owner of vested equity or any vested equity-equivalent in the Company (collectively, “Claims”), including without
limitation any Claim arising under the following statues (each, as amended): Title VII of the Civil Rights Act of 1964; the Civil
Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act); the
Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment
Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or
federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any
policies, practices or procedures of the Company or any of its subsidiaries or affiliates; or any claim for wrongful discharge,
breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including
attorneys’ fees incurred in these matters. The foregoing release will not apply to any rights you may have that cannot be
waived as a matter of applicable law.


 


b.You
acknowledge and agree that, in the event that you (i) file any charge, claim, demand, action or arbitration with regard to your
employment with the Company, compensation and benefits, or termination of employment under any federal, state or local law, (ii)
challenge the validity of this Agreement, (iii) breach any of the Restrictive Covenants or any of the covenants contained in this
Agreement or (iv) the Company determines that, during your employment with the Company, you engaged in an act or omission that,
if discovered during your employment, would have entitled the Company to terminate your employment for Cause (as defined in the
Employment Agreement, but excluding clauses (i) and (vii) of the definition of Cause for purposes of such determination), you
will forfeit your entitlement to the Severance to the extent not yet paid.


 






    	B-2



    	 



    

 


c.You
have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and
Exchange Commission (the “SEC”) or its Office of the Whistleblower, as well as certain other governmental entities
and self-regulatory organizations. As such, nothing in this Agreement is intended to prohibit you from disclosing this Agreement
to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization,
and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing
in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or
any other governmental entity.


 


d.You
hereby represent that you are not aware of any claim by you other than the Claims that are released by this Agreement. You acknowledge
that you may hereafter discover claims or facts in addition to or different than those that you now know or believe to exist with
respect to the subject matter of this Agreement and that, if known or suspected at the time of entering into this Agreement, may
have materially affected this Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or
cause of action that might arise as a result of such different or additional claims or facts. You agree that this Agreement will
remain in effect as a general release, notwithstanding any additional or different facts you may discover about the Claims that
are released in this Agreement. You agree that it is your intention hereby to fully, finally, and forever settle and release all
possible claims you may have against the Company. Further, it is expressly understood that notwithstanding the discovery or existence
of any such additional or different claims or facts, the releases given herein shall be and remain in effect as a full and complete
release with respect to all Claims released hereunder.


 


e.
Notwithstanding this release, Company has provided appropriate and ample directors and officers liability insurance coverage
to Executive throughout the course of his employment and such coverage will continue to cover Executive for any claims against
the Company, its officers and directors that relate to events that occurred during the period of Executive’s employment.


 


6.Acknowledgments.
By signing this Agreement, you hereby acknowledge and confirm the following:


 


(a)
You have carefully read and fully understand all of the provisions of this Agreement;


 


(b)You
have been given at least 21 days to consider the actual terms of this Agreement and, if you execute this Agreement, you will have
seven (7) days to consider whether to revoke your acceptance of this Agreement;


 


(c)You
are, through this Agreement, releasing the Release Parties from any and all claims which you may have against any of the Release
Parties;


 


(d)You
are knowingly and voluntarily intending to be legally bound by this Agreement;


 


(e)You
have been advised to consult with an attorney prior to signing this Agreement;


 






    	B-3



    	 



    

 


(f)You
understand that you will not be entitled to any portion of the Severance unless (i) you sign and return this Agreement to the
Company at [insert contact info] not later than [insert date that is 21 days after the Termination Date], and (ii) you do not
revoke this Agreement during the seven (7) day period after the date on which you sign and return this Agreement;


 


(g)You
are providing the release and discharge set forth in this Agreement only in exchange for consideration in addition to anything
of value to which you are already entitled;


 


(h)You
have made no assignment or transfer of any Claim covered by Section 5(a) above;


 


(i)The
Severance is in full satisfaction of any and all claims for payments or benefits, whether express or implied, that you may have
against the Company and its subsidiaries and affiliates arising out of your employment with the Company and the termination thereof;
and


 


(j)Neither
this Agreement, nor the furnishing of the consideration for this Agreement, shall be deemed or construed at any time to be an
admission by the Company or any Released Party of any improper or unlawful conduct.


 


7.Miscellaneous.


 


(a)Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles.


 


(b)Entire
Agreement; Amendments. This Agreement contains the entire agreement between the parties with respect to the subject matter
hereof. This Agreement may not be altered, modified or amended except by written instrument signed by the parties.


 


(c)No
Waiver. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion will not be considered
a waiver of such party’s rights or deprive such party of the right thereafter to insist on strict adherence to that term
or any other term of this Agreement.


 


(d)Severability.
If any of the provisions of this Agreement will be or become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement will not be affected thereby.


 


(e)Counterparts.
This Agreement may be signed in counterparts, each of which will be an original, with the same effect as if the signatures thereto
and hereto were on the same instrument.


 


[Signature
Page Follows]


 




    	B-4



    	 



    


 


After
reviewing this Agreement, please indicate your agreement, acceptance and acknowledgment of the terms and conditions set forth
above by signing below.


 


	 	Very
    truly yours,
	 	 	 
	 	[COMPANY]
	 	 
	 	

        By:
	 
	 	Name:	 
	 	Title:	 


 


Agreed,
Accepted and Acknowledged:


 


	 	 
	[EXECUTIVE]	 


 





	Date:
    		 


 


[Signature
page to Release Agreement]


 




    	B-5



    	 



    


 


EXHIBIT
C


 


OUTSIDE
ACTIVITIES


 


Jeff
E. Margolis: Since its inception in 1994, Mr. Margolis has been the president and founder of Aurora Capital LLC, a boutique
investment bank and securities firm, which has served as a placement agent with respect to the Company’s recent financings.
Aurora Capital Corp., a corporation wholly owned by Mr. Margolis, is a significant equity owner and managing member of Aurora
Capital LLC. Since 2004, Mr. Margolis and Dr. Arnold Lippa jointly have managed Atypical BioCapital Management LLC and Atypical
BioVentures Fund LLC, a life sciences fund management company and venture fund, respectively. Since 2006, Mr. Margolis has also
been the Chief Financial Officer of Xintria Pharmaceutical Corporation, a Delaware corporation, as well as a member of its board
of directors.


 




    	C-1