Exhibit
10.5


 


August
15, 2022


 


VIA
EMAIL


John
Lauten


 


Dear
John:


 


The
purpose of this letter agreement (“Agreement”) is to set forth our mutual understanding and agreement with respect to your
separation from employment with Minim, Inc. (the “Company”). In consideration of the mutual covenants set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:


 


	1.	Separation
                                            from Employment. Your separation from employment will occur immediately (“Separation
                                            Date”). On your Separation Date, you will relinquish any and all positions that you
                                            have held with the Company, and you will not be considered a Company employee for any purpose
                                            after that date. 
	 	 
	2.	Pay
                                            and Benefits. You agree that you have received all compensation and benefits, including
                                            but not limited to any non-monetary benefits such as leave time, to which you are entitled
                                            in connection with your employment with the Company, except for what you shall receive under
                                            this Agreement. You further agree that the Company has satisfied in full any contractual
                                            obligations it may have to you, including pursuant to your Employment Agreement dated December
                                            4, 2020 (the “Employment Agreement”) and your Severance Agreement dated October
                                            21, 2021 (the “Severance Agreement”). You agree to make no claims for further
                                            compensation from the Company of any type, including bonus payments, commission payments,
                                            other than your earned and unpaid vacation pay which will be paid to you on your Separation
                                            Date. You acknowledge that, except to the extent provided in this Agreement, the Company
                                            is under no obligation to provide you with any other benefits (monetary or otherwise). 
	 	 
	3.	Health
                                            Insurance Continuation. At your option, you may continue to be covered under the Company’s
                                            group health insurance plan up to six (6) months after your Separation Date or until such
                                            earlier date as you enroll in alternate health insurance coverage, subject to the terms and
                                            conditions provided for in the Consolidated Omnibus Budget Reconciliation Act of 1985, as
                                            amended (“COBRA”) provided you have timely and properly elected COBRA coverage
                                            in accordance with the Company’s COBRA election procedures, notice of which shall be
                                            sent to you under separate cover. Subject to the Company’s receipt of this Agreement
                                            timely signed by you, the expiration of the seven (7) day revocation period set forth below,
                                            and your compliance with the terms of this Agreement, the Company will pay the entire COBRA
                                            premiums for your health insurance continuation coverage for a period of six (6) months,
                                            or until such earlier time as you enroll in alternate health insurance coverage, provided
                                            you have timely and properly elected COBRA coverage in accordance with the Company’s
                                            COBRA election procedures, notice of which shall be sent to you under separate cover. You
                                            agree to notify the Company within three (3) business days if and when you become eligible
                                            for alternate medical coverage during the six (6) month period the Company is paying your
                                            COBRA premiums.
	 	 
	4.	Severance
                                            Package: If you timely sign, do not revoke, and comply with this Agreement, the Company
                                            will:



 


		a)	Pay
                                            your current base salary (at the rate of $218,000 per year, less all applicable federal,
                                            state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for
                                            a period of six (6) months. Such payments shall be made in installments corresponding to
                                            the regular pay periods of the Company. 
	 	 	 
		b)	Pay
                                            your COBRA premiums in accordance with Section 3 herein. 



 






    	 



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	5.	Equity.
                                            Vesting of all remaining stock options and RSUs will cease on the Separation Date All of
                                            your stock options and RSUs with the Company are governed by the applicable Company equity
                                            plans and grant agreements. You further acknowledge and agree that you will not vest in or
                                            receive any additional stock options, RSUs, or Company stock in connection with your employment
                                            (or the termination of that employment) with the Company.
	 	 
	6.	Confidential
                                            Information. During your employment with the Company, you had access to trade secrets
                                            and confidential and proprietary business and technical information of the Company, including
                                            data and information which would not otherwise have been available to you except by reason
                                            of your employment or position with the Company, and including, but not limited to, customer
                                            files and records, plans, developments, product information, pricing lists and information,
                                            customer lists and other customer information, marketing plans, methods and other marketing
                                            information, research methods and data, personnel information, computer discs and files,
                                            maps, sketches and other confidential, proprietary or secret information, and to documents
                                            and information from third parties which the Company is required to maintain in confidence
                                            (collectively “Confidential Information”). You agree that you will not, without
                                            the Company’s prior written consent, directly or indirectly disclose to any person,
                                            not an employee of the Company, any Confidential Information obtained in the course of your
                                            employment with the Company, nor will you use any Confidential Information for your own benefit
                                            to the detriment or intended or probable detriment of the Company.
	 	 
	7.	Intellectual
                                            Property. You agree you have disclosed promptly, completely, and in writing, and will
                                            in the future disclose promptly, completely and in writing to the Company any original works
                                            of authorship (including all copyrights with respect thereto), any discovery, process, design,
                                            improvement, innovation, development, improvement or invention, whether or not patentable
                                            and whether reduced to writing or practice or not, which you discovered, conceived and/or
                                            developed, in whole or in part, either individually or jointly with others (whether on or
                                            off the Company’s premises or during or after working hours) during the period you
                                            were employed with the Company, and which was or is directly or indirectly related to the
                                            business or proposed business of the Company, or which resulted or results from or was suggested
                                            by any work performed by any employee or agent of the Company during your period of employment
                                            or for one year thereafter (“Inventions”). You hereby assign, and agree to assign
                                            to the Company, without any separate or additional remuneration, your entire right, title
                                            and interest in all such Inventions, together with any and all United States and foreign
                                            rights thereto. You also agree that all Inventions and all works of authorship, literary
                                            works (including computer programs), audiovisual works, translations, compilations, and any
                                            other written materials, including but not limited to, copyrightable works (the “Works”)
                                            which were originated or produced by you (solely or jointly with others), in whole or in
                                            part, within the scope of, or in connection with, your employment will be considered “works
                                            made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended)
                                            and further acknowledge that you are an employee as defined under that Act. All such works
                                            made for hire are and will be the exclusive property of the Company, and you agree to treat
                                            any such works as Proprietary Information. In the event that any Works are not deemed to
                                            be “works made for hire,” you hereby assign all of your right, title, and interest
                                            in and to such Works, including but not limited to, the copyrights therein, to the Company.
                                            You also agree to cooperate with the Company to execute all instruments including patent
                                            and copyright applications and assignments therefor, and to do all other things reasonably
                                            necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein.
                                            In the event the Company is unable, after reasonable effort, to secure your signature on
                                            any document or instrument necessary to secure trademarks, letters patent, copyrights or
                                            other analogous protection relating to any Works, whether because of your physical or mental
                                            capacity or for any other reason whatsoever, you hereby irrevocably designate and appoint
                                            the Company and its duly authorized officers and agents as your agent and attorney-in-fact,
                                            to act for and in his behalf and stead to execute and file any such application or applications
                                            and to do all other lawfully permitted acts.



 






    	 



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	8.	Non-Disparagement.
                                            Unless as required by law or valid subpoena, you further agree, that you will not, at any
                                            time after the date hereof, make any remarks or comments, orally, in writing, or via social
                                            media, which remarks or comments reasonably could be construed to be derogatory or disparaging
                                            to the Company or any of its shareholders, officers, directors, employees, attorneys or agents,
                                            or which reasonably could be anticipated to be damaging or injurious to the Company’s
                                            reputation or good will or to the reputation or good will of any person associated with the
                                            Company. 
	 	 
	9.	Return
                                            of Property. You acknowledge that you will return to the Company immediately on your
                                            Separation Date all property of the Company that is in your possession or under your control,
                                            including, without limitation, any and all files, documents and other information with respect
                                            to the Company’s management, business operations or customers, including all files,
                                            documents, or other information containing Confidential Information. If any Company property
                                            is on your personal electronics, you agree to delete the same and such action will satisfy
                                            this request. 
	 	 
	10.	Non-Solicitation.
                                            For a period of twelve (12) months following your Separation Date, you shall not, directly
                                            or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director,
                                            joint venturer, investor, lender, consultant, independent contractor, or in any other capacity
                                            whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director
                                            or officer of the Company or contact, recruit, solicit or induce, or attempt to contact,
                                            recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company
                                            to terminate his/her employment with, or otherwise adversely change, reduce, or cease any
                                            relationship with, the Company; (ii) solicit, encourage, or induce, or cause to be solicited,
                                            encouraged or induced, any franchisee, partner, joint venture, supplier, vendor or contractor
                                            who conducted business with the Company at any time during the two year period preceding
                                            the termination of your employment with the Company, to terminate or adversely modify any
                                            business relationship with the Company or not to proceed with, or enter into, any business
                                            relationship with the Company, or (iii) contact, solicit, divert, take away, or attempt
                                            to contact, solicit, divert or take away, any clients, customers or accounts, or prospective
                                            clients, customers or accounts, of the Company, or any of the Company’s business with
                                            such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized
                                            officer of the Company. If any restriction set forth in this paragraph is found by any court
                                            to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted
                                            to extend only over the maximum period of time, range of activities, or geographic area which
                                            the court finds to be enforceable. You acknowledge that the restrictions contained in this
                                            paragraph are necessary for the protection of the business and goodwill of the Company and
                                            are considered by you to be reasonable for such purpose. You acknowledge that the restrictions
                                            contained in this paragraph extend to and expressly prohibit conduct via social media that
                                            would violate this paragraph. You further acknowledge that the restrictions set forth in
                                            this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations
                                            on your ability to earn a living. As used in this agreement the term “client,”
                                            “customer,” or “accounts” shall include: (i) any person or entity
                                            that is a client, customer or account of the Company on the date hereof or becomes a client,
                                            customer or account of the Company during the covered period; (ii) any person or entity that
                                            was a client, customer or account of the Company at any time during the two-year period preceding
                                            the date of your termination; and (iii) any prospective client, customer or account to whom
                                            the Company has made a presentation (or similar offering of services) within a period of
                                            180 days preceding the date of the termination of your employment. 
	 	 
	11.	Non-Competition.
                                            Because of Company’s business interest as described in this Agreement and the good
                                            and valuable consideration offered to the Employee, the sufficiency of which is acknowledged,
                                            from the Separation Date and for a period of twelve (12) months thereafter, to run consecutively,
                                            you agree and covenant not to engage in Prohibited Activity. “Prohibited Activity”
                                            is activity in which the Employee contributes the Employee’s knowledge, directly or
                                            indirectly, in whole or in part, as an employee, employer, owner, operator, manager, adviser,
                                            consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern
                                            or any other similar capacity to an entity engaged in the same or similar business as the
                                            Company, including any suppliers or vendors of the Company. 



 






    	 



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	12.	Cooperation
                                            in Litigation. At the Company’s reasonable request, you agree to assist, consult
                                            with, and cooperate with the Company in any litigation or administrative procedure or inquiry
                                            that involves the Company, subject to reimbursement for your reasonable out of pocket expenses,
                                            such as travel, meals, or lodging.
	 	 
	13.	Breach
                                            of Agreement. You understand and agree that any material breach of your obligations under
                                            this Agreement will immediately render the Company’s obligations and agreements hereunder
                                            null and void, all payments pursuant to this Agreement shall immediately cease, you shall
                                            repay to the Company all sums you have been paid or sums paid on your behalf pursuant to
                                            this Agreement, and you shall indemnify the Company Released Parties (as defined below) for
                                            the full and complete costs of enforcing this Agreement, including reasonable attorneys’
                                            fees, court costs, and other related expenses. 
	 	 
	14.	General
                                            Release of Company. You, for yourself and your heirs, legal representatives, beneficiaries,
                                            assigns and successors in interest, hereby knowingly and voluntarily release the Company,
                                            its affiliates, and its and their successors, assigns, former or current shareholders,
                                            officers, directors, employees, agents, insurers, attorneys and representatives (“Company
                                            Released Parties”) from any and all causes of action, in law or equity, you now have,
                                            may have or ever had, whether known or unknown, from the beginning of the world to this date,
                                            including, without limitation, any claims under the Age Discrimination in Employment Act,
                                            29 U.S.C. §621 et seq.; claims for breach of contract or based on tort; claims
                                            for employment discrimination and wrongful termination; statutory wage and hour claims under
                                            Massachusetts law, including but not limited to, claims for violation of the Massachusetts
                                            Wage Act, and any other statutory, regulatory or common law causes of action (“the
                                            Released Claims”). You understand that you are releasing claims pursuant to M.G.L.,
                                            Chapter 149 including, but not limited to, claims for untimely, underpayment, or non-payment
                                            of wages, discrimination and/or retaliation for seeking to enforce your wage and hour rights,
                                            misclassification as an independent contractor, improper withholdings or deductions, tip
                                            or service charge related claims, and claims pursuant to M.G.L., Chapter 151 relating to
                                            minimum wage, discrimination and/or retaliation for seeking to enforce your rights under
                                            Chapter 151, and/or overtime pay. You hereby acknowledge and understand that this is
                                            a General Release, and that this means you are giving up your right to sue the Company Released
                                            Parties for any and all claims, including but not limited to the specific claims mentioned
                                            in this paragraph. Notwithstanding the following, under no circumstances are you releasing
                                            any rights or claims to vested 401K benefits, any rights or claims you may have to indemnification
                                            and defense, including, but not limited to, any rights you may have under the Company D&O
                                            insurance and the Company’s D&O Side A DIC insurance, and your rights to vested
                                            equity. 
	 	 
	15.	Participation
                                            in Agency Proceeding. You understand that nothing contained in this Agreement limits
                                            your ability to file a charge or complaint with the Equal Employment Opportunity Commission,
                                            the National Labor Relations Board, the Occupational Safety and Health Administration, the
                                            Securities and Exchange Commission or any other federal, state or local governmental agency
                                            or commission (each a “Government Agency”). You further understand that this
                                            Agreement does not limit your ability to communicate with any Government Agency or otherwise
                                            participate in any investigation or proceeding that may be conducted by any Government Agency,
                                            including providing documents or other information, without notice to the Company. However,
                                            you understand and agree that that although you may engage in such activities, you will not
                                            be entitled to receive any award or damages, to the extent consistent with applicable law.
	 	 
	16.	Acknowledgment.
                                            By signing this Agreement, you acknowledge and agree that you understand the meaning of this
                                            Agreement and that you freely and voluntarily enter into it and the General Release contained
                                            herein. You agree that no fact, evidence, event, or transaction, whether known or unknown,
                                            shall affect in any manner the final and unconditional nature of the agreements and release
                                            set forth herein.



 






    	 



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	17.	Miscellaneous.
                                            This Agreement shall be construed in accordance with the laws of the Commonwealth of
                                            Massachusetts without regard to choice or conflict of law principles. In the event that any
                                            provision contained in this Agreement is declared invalid, illegal or unenforceable for any
                                            reason by any court of competent jurisdiction, and cannot be modified to be enforceable,
                                            excluding the general release language, such provision shall immediately become null and
                                            void, leaving the remainder of this Agreement in full force and effect. However, if any portion
                                            of the general release language is ruled to be unenforceable for any reason, this entire
                                            Agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company
                                            and you intend this Agreement to be a comprehensive statement of the terms of your separation
                                            and supersede: (i) all prior understandings or statements made to you by the Company regarding
                                            your arrangements with the Company after your Separation Date; and (ii) all agreements you
                                            previously executed with the Company, including your Employment Agreement and Severance Agreement.
                                            It does not, however, supersede your equity agreements with the Company. Any modifications
                                            or waiver of the terms set forth in this Agreement must be in writing and signed by you and
                                            by me on behalf of the Company. This Agreement is binding on the company’s successors
                                            and assigns. 



 


Please
indicate your agreement to the terms of this Agreement by signing and dating the last page of the enclosed copy of this Agreement, and
return it to me at your earliest convenience.


 


Sincerely,


 


	 	/s/ Sara Bishop
	 	Sara Bishop
	 	Head of Talent and Culture




 


By
signing this Agreement, I acknowledge and agree that I understand the meaning of this Agreement and that I freely and voluntarily enter
into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall
affect in any manner the final and unconditional nature of the agreements and releases set forth herein.


 


AGREED
TO AND EXECUTED UNDER SEAL THIS 15th day of August, 2022.


 


	 	/s/
    John Lauten
	 	John
    Lauten