Exhibit 10.9


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”), dated March ___, 2018 (the “Effective Date”), is
by and between DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), with a principal business
address at 1901 McGee, Kansas City, Missouri 64108, and the undersigned employee (the “Employee”), an individual
with a residential address as set forth below the Employee’s signature block. This Agreement supersedes and replaces in
its entirety that certain Non-Competition Agreement dated January 1, 2016 entered into by and between the Company and the Employee.


 


1.            EMPLOYMENT;
DUTIES


 


(a)       The
Company hereby engages and employs Employee as Chief Executive Officer and Chief Operating Officer of the Company, and Employee
hereby accepts such engagement and employment as the President and Chief Executive Officer of the Company, for the term of this
Agreement as long as Employee desires to serve. It is expected that the employment duties will be reporting directly to the Board
of Directors of the Company and Employee shall have such duties, authorities and responsibilities commensurate with the duties,
authorities and responsibilities of persons in similar capacities in similarly sized companies.


 


(b)       Employee
shall devote substantially all of his professional time under this Agreement attending to the business of the Company. Executive’s
services shall be performed principally at the Company’s headquarters in Kansas City, Missouri. However, from time to time,
Executive may also be required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive
shall not be required to relocate from the Kansas City, Missouri area. Executive’s employment under this Agreement shall
be Executive’s exclusive employment during the term of this Agreement. Employee may not engage, directly or indirectly,
in any other business, investment, or activity that interferes with Employee’s performance of Employee’s duties hereunder,
is contrary to the interest of the Company or any of its subsidiaries, or requires any significant portion of Employee’s
business time.  The foregoing notwithstanding, the parties recognize and agree that Employee holds an active medical
license and shall retain the right to work during late evenings, weekends and vacations on such matters so long as they do not
interfere with Employee’s performance of Employee’s duties hereunder and that Employee may otherwise engage in personal
investments, other business activities and civic, charitable or religious activities which do not conflict with the business and
affairs of the Company or interfere with Employee’s performance of his duties hereunder.  Employee may not serve
on the board of directors of any entity other than the Company without the written approval of the Board of Directors with such
approval not to be unreasonably withheld.  Employee shall be permitted to retain any compensation received for approved
service on any unaffiliated corporation’s board of directors.


 


(c)       The
Company shall provide a computer and office for Employee.


 


2.            TERM


 


The
initial term (the “Initial Term”) of this Agreement shall commence on the Effective Date and, subject to the
further provisions of this Agreement, shall end on the earlier of: (i) four (4) years from the Effective
Date of this Agreement or (ii) termination under Section 8 of this Agreement (the “Expiration Date”); provided,
however, this Agreement shall be automatically renewed for successive one (1) year periods (“Renewal Term”)
unless, at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, either party gives written
notice to the other party specifically electing to terminate this Agreement at the end of the Initial Term or any such Renewal
Term. Employee acknowledges that he is an employee “at-will” and, as such, is free to resign at any time without reason.
The Company, likewise, retains the right to terminate Employee’s employment at any time with or without reason or notice.
Nothing contained in this Agreement or any oral statement made by any Company representatives or any other document provided to
the Employee is intended to be, nor should it be, construed as a guarantee that employment or any benefit will be continued for
any period of time.


 






     


     


    

 


3.            COMPENSATION


 


(a)       As
compensation for the performance of his duties on behalf of the Company, Employee shall receive the following:


 


(i)        BASE SALARY. Employee shall receive an annual base salary of One Hundred Fifty Thousand Dollars ($150,000) for the Term
(the “Base Salary”), payable in biweekly installments; provided, however, that from and after
the consummation of an initial public offering by the Company, the Base Salary for the remainder of the Term shall increase to
Two Hundred Thousand Dollars ($200,000).


 


(ii)       BONUS.
Employee shall be eligible for (a) an annual performance bonus of up to 150% of his Base Salary, which bonus shall be payable
in cash; and (b) an annual performance bonus in an amount determined in the discretion of both the Compensation Committee and
the Board of Directors of the Company, which bonus shall be payable in equity. Any bonus that may be awarded will be in the sole
and absolute discretion of both the Compensation Committee and the Board of Directors of the Company. The amount of any such bonus
shall depend on the achievement by the Employee and/or the Company of certain objectives to be established by the Board of Directors
in consultation with the Employee, along with such other factors the Board of Directors and Compensation Committee deem relevant.
Any such bonus for a given fiscal year shall be payable in no more than two payments (i.e., one payment in cash and one payable
in equity) upon approval by the Board of Directors of the Company or the Compensation Committee, which shall be obtained at the
same time as the bonuses paid to other executive officers of the Company.    


 


(b)       The
Company shall reimburse Employee for all normal, usual and necessary expenses incurred by Employee, including all travel, lodging
and entertainment, against receipt by the Company, as the case may be, of appropriate vouchers or other proof of Employee’s
expenditures and otherwise in accordance with such expense reimbursement policy as may from time to time be adopted by the Company.


 


(c)        Employee
shall be entitled to six (6) weeks paid vacation and sick leave in accordance with the Company’s policies. The Company shall
provide Employee and his family with healthcare coverage pursuant to the Company’s healthcare insurance policy plan as well
as any other benefits provided to the Company’s officers.


 


(d)        In
addition to the foregoing payments, if the Company terminates Employee’s employment without Just Cause (as defined in Section
8 below) or Employee terminates employment with the Company for Good Reason (as defined in Section 8 below) at any time after
the initial six months of the Term, the Company shall pay to the Employee as a severance benefit, an amount as set forth in Section
8(g).


 


(e)        At the first meeting of the Board of Directors held after the consummation of the Company’s
initial public offering, upon recommendation of the Compensation Committee, the Company shall grant to Executive an incentive
stock option to purchase a number of shares of the Company’s publicly traded common stock as determined by the Board of
Directors in its discretion (the “Option”) pursuant to the Company’s equity incentive plan to be adopted
in (the “Plan”) with an exercise price per share equal to the closing price of the common stock on the grant
date, vesting monthly on a pro rata basis over a four (4) year period; provided, however, that if a Change of Control (as
defined in the Plan) should occur within the first twelve months of employment, the Option shall fully vest upon the occurrence
of the Change of Control.  Any vested portion of the Option will remain exercisable for a period of ten (10) years from the
grant date, unless such exercise rights are terminated earlier per the Plan. Other terms of the Option, including the period to
exercise vested options following termination of employment with the Company, shall be according to the Plan and the Company’s
stock option agreement.


 






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4.            REPRESENTATIONS
AND WARRANTIES BY EMPLOYEE


 


Employee
hereby represents and warrants to the Company as follows:


 


(a)        Neither
the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violates
or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately,
upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee
is a party or by which he is bound.


 


(b)        Employee
has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against his in accordance
with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement
or perform his duties and other obligations hereunder.


 


5.            CONFIDENTIAL
INFORMATION


 


(a)        Employee
agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other
person, the Company’s products, services and technology, both current and under development, promotion and marketing programs,
lists, trade secrets and other confidential and proprietary business information of the Company or any affiliates or any of their
clients. Employee agrees: (i) not to use any such information for herself or others, and (ii) not to take any such material or
reproductions thereof from the Company’s facilities at any time during his employment by the Company other than to perform
his duties hereunder. Employee agrees immediately to return all such material and reproductions thereof in his possession to the
Company upon request and in any event upon termination of employment.


 


(b)        Except
within the scope of his duties as Chief Executive Officer and Chief Operating Officer or with the prior written authorization
by the Company, Employee agrees not to disclose or publish any of the confidential, technical or business information or material
of the Company, its clients or any other party to whom the Company owes an obligation of confidence, at any time during or after
his employment with the Company.


 


(c)        In
the event that Employee breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other
rights which the Company may have, the Company shall be entitled, without the posting of a bond or other security, to injunctive
relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the
provisions of this Section 5, Employee shall not urge as a defense that there is an adequate remedy at law, nor shall the Company
be prevented from seeking any other remedies which may be available. In addition, Employee agrees that in the event that his breaches
the covenants in this Section 5, in addition to any other rights that the Company may have, Employee shall be required to pay
to the Company any amounts he receives in connection with such breach. This Section 5 shall survive the termination of this Agreement.


 






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(d)       Employee
recognizes that in the course of his duties hereunder, he may receive from the Company or others information which may be considered
“material, non-public information” concerning a public company that is subject to the reporting requirements of the
United States Securities and Exchange Act of 1934, as amended. Employee agrees not to:


 


(i)        Buy
or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the
Company or others in connection herewith, and


 


(ii)       Provide
the Company with information with respect to any public company that may be considered material, non-public information, unless
first specifically agreed to in writing by the Company.


 


Notwithstanding
the foregoing, pursuant to 18 U.S.C. Section 1833(b), Employee shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected
violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal.


 


Notwithstanding
the above, or any other provision in this Agreement, Employee may report possible violations of federal law or regulation to any
governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission,
the Congress, and any agency Inspector General, or make other disclosures that are protected under the whistleblower provisions
of federal law or regulation. Employee may also provide confidential information in connection with an administrative or regulatory
proceeding commenced by a Wells Notice or non-party proceeding and to respond to subpoenas issued in connection therewith. Employee
understands that he does not need the prior authorization of the Company to make any such reports or disclosures and Employee
is not required to notify the Company that Employee has made such reports or disclosures. In addition, notwithstanding the above,
or any other provision in this Agreement pursuant to 18 U.S.C. Section 1833(b), Employee shall not be held criminally or civilly
liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting
or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal.


 


6.            INVENTIONS
DISCOVERED BY EMPLOYEE


 


Employee
shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively, “Inventions”), conceived or first reduced
to practice by Employee, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential
Information, within one (1) year after the Term), (a) which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which Employee was or is involved, (b) which is developed using
time, material or facilities of the Company, whether or not during working hours or on the Company premises, or (c) which directly
relates to any of Employee’s work during the Term, whether or not during normal working hours. Employee hereby assigns and
agrees to assign to the Company all of Employee’s right, title and interest in and to any such Inventions. Employee agrees
to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance
and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Inventions. During and
after the Term, Employee shall execute any documents necessary to perfect the assignment of such Inventions to the Company and
to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation
beyond Employee’s agreed compensation during the course of Employee’s employment (i.e., Employee will be compensated
at the equivalent hourly rate in place at the time of termination and all related out of pocket expenses will be reimbursed in
accordance with the Company’s policies and procedures). Without limiting the foregoing, Employee further acknowledges that
all original works of authorship by Employee, whether created alone or jointly with others, related to Employee’s employment
with the Company and which are protectable by copyright, are “works made for hire” within the meaning of the United
States Copyright Act, 17 U. S. C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively
by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States
Copyright Act, 17 U. S. C. (S) 101, as amended, such work is hereby assigned or transferred completely and exclusively to the
Company. Employee hereby irrevocably designates counsel to the Company as Employee’s agent and attorney-in-fact to do all
lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company’s rights under this Section.
This Section 6 shall survive the termination of this Agreement. Any assignment of copyright hereunder includes all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively
“Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent
the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights
and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Employee agrees
to confirm any such waivers and consents from time to time as requested by the Company.


 






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7.            NON-COMPETE;
NON-SOLICITATION


 


(a)        NON-COMPETE.  For
a period commencing on the date hereof and ending one (1) year after the date Employee ceases to be employed by the Company (the
“Non-Competition Period”), Employee shall not, directly or indirectly, either for herself or any other person,
own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render
material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise
assist in any manner any business which develops, markets or sells products that are directly competitive with the products being
sold by the Company at the time of termination (collectively, a “Competitor”).  Nothing herein shall
prohibit Employee from being a passive owner of not more than five percent (5%) of the equity securities of a Competitor which
is publicly traded, so long as he has no active participation in the business of such Competitor.


 


(b)       NON-SOLICITATION.  During
the Non-Competition Period, Employee shall not, directly or indirectly, (i) induce or attempt to induce or aid others in inducing
anyone working at or for the Company to cease working at or for the Company, or in any way interfere with the relationship between
the Company and anyone working at or for the Company except in the proper exercise of Employee’s authority or (ii) in any
way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation of the
Company.


 


(c)        SCOPE.  If,
at the time of enforcement of this Section 7, a court shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions
reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.


 






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(d)        INDEPENDENT
AGREEMENT.  The covenants made in this Section 7 shall survive the termination of this Agreement.


 


8.            TERMINATION


 


Employee’s
employment hereunder shall continue as set forth in Section 2 hereof unless terminated upon the first to occur of the following
events:


 


(a)        Employee’s
death.


 


(b)        Employee’s
“Disability”, meaning Employee’s incapacity, due to physical or mental illness, which results in Employee
having been absent from fully performing his duties with the Company for a continuous period of more than thirty (30) days or
more than sixty (60) days in any period of three hundred sixty-five (365) consecutive days, subject to applicable law. In the
event that the Company intends to terminate the employment of Employee by reason of Disability, the Company shall give Employee
no less than thirty (30) days’ prior written notice of the Company’s intention to terminate Employee’s employment.  The
Employee agrees, in the event of any dispute hereunder as to whether a Disability exists, and if requested by the Company, to
submit to a physical examination in the state of the Company’s Employee offices by a licensed physician selected by mutual
agreement between the Company and the Employee, the cost of such examination to be paid by the Company. The written medical opinion
of such physician shall be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date
when such Disability arose. If Employee refuses to submit to appropriate examinations by such physician at the request of the
Company, the determination of the Employee’s Disability by the Company in good faith will be conclusive as to whether such
Disability exists. This Agreement shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities
Act (to the extent that it is applicable) and any other applicable laws regarding disability.


 


(c)       
“Just Cause”, meaning the Employee’s:


 


(i)        acts
of embezzlement or misappropriation of funds, or fraud;


 


(ii)       conviction
of a felony or other crime involving moral turpitude, dishonesty or theft;


 


(iii)      willful
unauthorized disclosure of confidential information belonging to the Company or entrusted to the Company by a client;


 


(iv)      material violation of any provision of the Agreement, which is not cured by Employee within thirty (30) days of receiving
written notice of such violation by the Company;


 


(v)       being under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that
they are taken in accordance with their directions) during the performance of Employee’s duties under this Agreement;


 


(vi)      engaging in conduct that violates the Company’s non- discrimination/harassment policy and warrants termination; or


 


(vii)     willful failure to perform his written assigned tasks, where such failure is attributable
to the fault of Employee, gross insubordination, or dereliction of fiduciary obligations which are not cured by Employee within
thirty (30) days of receiving written notice of such violation by the Company.


 






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In
the event that the Company intends to terminate the employment of Employee by reason of Just Cause, the Company shall give Employee
written notice of the Company’s intention to terminate Employee’s employment, and such termination may be effective
immediately, unless a cure period applies, in which case the termination date may not precede the expiration date of the applicable
cure period.


 


(d)       “Without
Just Cause”, meaning written notice by the Company to Employee of a termination without Just Cause and other than due
to death or Disability.


 


(e)        “Good
Reason”, meaning a material breach by the Company of the terms of this Agreement, which breach is not cured within thirty
(30) days after notice thereof from Employee or the relocation of the Company’s headquarters outside of the Kansas City,
Missouri area. In the event that Employee intends to terminate his employment for Good Reason, Employee shall give the Company
written notice of his intention to terminate his employment, and such termination may be effective immediately, unless a cure
period applies, in which case the termination date may not precede the expiration date of the applicable cure period.


 


(f)        “Without
Good Reason”, meaning written notice by Employee to the Company of a termination without Good Reason.


 


(g)        If
Employee’s employment hereunder is terminated for any reason under this Section 8, Employee or his estate, as the case may
be, will only be entitled to receive the accrued Base Salary, vacation pay, expense reimbursement, to the extent not previously
paid (the sum of the amounts described in this subsection shall be hereinafter referred to as the “Accrued Obligations”);
provided, however, that if Employee’s employment is terminated by the Company Without Just Cause or by the Employee for
Good Reason, then in addition to paying Accrued Obligations, the Company shall pay to the Employee as a severance benefit, an
amount equal to one year Base Salary provided that Employee first executes and does not revoke a release and settlement agreement
in form acceptable to the Company releasing the Company from all claims arising for his employment. The severance shall be paid
to the Employee in substantially equal monthly payments on the same payroll schedule that was applicable to Employee immediately
prior to his separation from service commencing on the first such payroll date on or following the date the required release of
claims becomes effective.


 


(h)
        The Company may do all permissible things, and take all permissible action, necessary
or advisable, in the Company’s discretion, to protect its rights under Sections 5, 6 and 7, including without limitation
notifying any subsequent employer of Employee of the existence of (and furnishing to any such employer) the provisions of this
Agreement.


 


9.             NO
DISPARAGEMENT


 


Employee
agrees that during the course of his employment or at any time thereafter, he shall refrain and cause his agents, family and/or
representatives to refrain from (a) all conduct, verbal or otherwise, which would materially damage the reputation, goodwill or
standing in the community of the Company, its affiliates, subsidiaries, divisions, agents and related parties and their respective
principals, owners (direct or indirect), members, directors, officers, agents, servants, employees, successors and assigns (collectively,
the “Corporation Related Parties”) and (b) referring to or in any way commenting on the Company and/or any
of the other the Company Related Parties in or through the general media or any public domain (including without limitation, internet
websites, blogs, chat rooms and the like), which would materially damage, the reputation, goodwill or standing in the community
of the Company and/or any of the Company Related Parties. The Company agrees that during the course of Employee’s employment
or at any time thereafter, it shall refrain from (i) all conduct, verbal or otherwise, which would materially damage the reputation,
goodwill or standing in the community of the Employee and (ii) referring to or in any way commenting on the Employee in or through
the general media or any public domain (including without limitation, internet websites, blogs, chat rooms and the like), which
would materially damage, the reputation, goodwill or standing in the community of the Employee.


 






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10.          NOTICES


 


Any
notice or other communication under this Agreement shall be in person or in writing and shall be deemed to have been given: (i)
when delivered personally against receipt therefor, (ii) one (1) day after being sent by Federal Express or similar overnight
delivery, (iii) three (3) days after being mailed registered or certified mail, postage prepaid, return receipt requested, to
either party at the address set forth above, or to such other address as such party shall give by notice hereunder to the other
party, or (iv) when sent by electronic mail, facsimile, followed by oral confirmation and with a hard copy sent as in (ii) or
(iii) above.


 


11.          SEVERABILITY
OF PROVISIONS


 


If
any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of
being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.


 


12.          ENTIRE
AGREEMENT MODIFICATION


 


This
Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made
no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.
No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.


 


13.          BINDING
EFFECT


 


The
rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Company, its successors
and assigns, and upon Employee and his legal representatives. This Agreement constitutes a personal service agreement, and the
performance of Employee’s obligations hereunder may not be transferred or assigned by Employee. This Agreement cannot be
assigned by Employer without the written consent of Employee, except in corporate reorganization in which the Company either converts
from a Missouri limited liability company to a Delaware corporation or merge directly or indirectly into a Delaware corporation
in which case the rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Company,
its successors and assigns, and upon Employee and his legal representatives.


 


14.          NON-WAIVER


 


The
failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions
shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall
be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.


 






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15.          RIGHT
TO INJUNCTION 


 


The
Employee recognizes that the services to be rendered by his hereunder are of a special, unique, unusual, extraordinary and intellectual
character involving skill of the highest order and giving them peculiar value, the loss of which cannot be adequately compensated
for in damages. In the event of a breach of this Agreement by Employee, subject to Section 16 below the Company shall be entitled
to injunctive relief or any other legal or equitable remedies. Employee agrees that the Company may recover by appropriate action
the amount of the actual damage caused the Company by any failure, refusal or neglect of Employee to perform his agreements, representations
and warranties herein contained. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall
not preclude the exercise of any other remedy at law or in equity for the same event or any other event.


 


16.          GOVERNING
LAW, DISPUTE RESOLUTION


 


This
Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Missouri of the United
States of America without regard to principles of conflict of laws. To ensure the rapid and economical resolution of disputes
that may arise in connection with the Employee’s employment with the Company, the Employee and the Company both agree that
any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from
or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Employee’s employment with
the Company, or the termination of the Employee’s employment from the Company will be resolved pursuant to the Federal Arbitration
Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted
in Delaware by JAMS, Inc. (“JAMS”) or its successors. Both the Employee and the Company acknowledge that
by agreeing to this arbitration procedure, each waives the right to resolve any such dispute through a trial by jury or judge
or administrative proceeding. Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures
for employment disputes, which can be found at http://www.jamsadr.com/rules-clauses/,
and which will be provided to the Employee upon request. In any such proceeding, the arbitrator shall: (i) have the authority
to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law;
and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement
of the award. The Employee and the Company each shall be entitled to all rights and remedies that either would be entitled to
pursue in a court of law; provided, however, that in no event shall the arbitrator be empowered to hear or determine any
class or collective claim of any type. Nothing in this Agreement is intended to prevent either the Company or the Employee from
obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration pursuant to applicable
law. Notwithstanding the foregoing, nothing in this Section 16 shall prevent the Company from seeking and obtaining a judicial
junction in a court of competent jurisdiction to enforce a violation of Section 6,7 or 8 or 9 of this Agreement. Employee hereby
agrees to waive a jury and filing of a bond for any such action by the Company.


 


The
state or federal courts in the State of Missouri, County of Jackson, shall be the exclusive jurisdiction for any disputes arising
under this Agreement and the parties hereby consent to such jurisdiction. The prevailing party in any legal proceeding to enforce
the terms and conditions of this Agreement shall be entitled to receive its reasonable attorney’s fees, expert witness fees,
and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be granted.








 


17.          HEADINGS


 


The
headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.


 


18.          FACSIMILE SIGNATURES


 


The
parties hereby agree that, for purposes of the execution of this Agreement, facsimile or pdf. signatures shall constitute original
signatures.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


Corporation:


 


DERMADOCTOR,
LLC


 


	By:		 
	 	Title:        Authorized
    agent	 



 


Employee:


 


	 		 
	Name: 	Jeffrey
                                         Kunin, M.D.	 



 


 


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