Exhibit
10.5


 





 


Hemoglobin
Oxygen Therapeutics, LLC


 


September
1, 2014


 


Brian
Dawson


9
Jordan Circle


Braintree,
MA 02184


 


Dear
Brian,


 


I
am pleased to offer you the position of Sr. Director of Process Development with Hemoglobin Oxygen Therapeutics LLC, on the following
terms;


 


As
Sr. Director of Process Development you will be based at the company’s Dedham, MA facility and report to the Company’s President.
As part of your duties you are required to travel to the Souderton, PA facility.


 


Your
starting gross salary will be $180,000 per annum, less all applicable withholdings, payable on a bi-weekly basis. Your commencement date
will be September 1, 2014. You will receive a sign on bonus equivalent to one month’s salary. You will receive a second sign on
bonus equivalent to one month’s salary within 6 months. You will accrue vacation time on a pro rata basis at a rate of 20 days
per 12 months. During your first year of employment you may carry into the following year up to 10 days of vacation time. Subsequently,
fifteen days of vacation time must be used during the year that it is accrued and a maximum of 5 days may be carried over from year to
year. You will be entitled to participate in Company benefit plans and programs in effect from time to time for employees at your level,
including group medical and dental insurance. As a founding member of the Company’s senior management team you will also be entitled
to participate in the Company’s Stock Option Plan. Details of these benefit plans will announced as soon as these become finalized.


 


During
the course of your employment, you will be required to comply with the Company’s standard employee policies and practices, in effect
from time to time.


 


In
accepting this position, you confirm that you are under no other employment obligation, nor bound by any other employment-related agreement.
You also confirm that you employment with the Company will be at “will” which means that it may be terminated either you
or the Company at any time and for any reason, with or without cause subject to the additional provisions of this paragraph. If the Company
terminates your employment without cause, you will continue to be paid, for a period of 6 months, your base salary at the rate in effect
at the time of such termination. After 5 years this will increase to 1 years severance.


 


674 Souder Rd, Souderton, PA
18964


 




    	 



     


    

 





 


The
company is required to verify your identity and authorization to work in the United States and your employment is contingent upon the
Company’s receipt of acceptable documentation and completion of Form I-9.


 


This
letter, along with the Employee Obligations Agreement referred to above sets forth the terms of your employment with the Company and
supersedes any prior representations or agreements whether written or oral. This letter may not be modified or amended except by a written
document signed by the president or CEO of the Company and by you. This letter shall be governed by the laws of the State of Pennsylvania
without regard to conflicts of law principles.


 


Please
sign and date this letter and return to me to indicate your acceptance of this position. Welcome to the Hemoglobin Oxygen Therapeutics
LLC team.


 


Sincerely,


 


Zaf
& Jerry


 


 


	Hemoglobin
    Oxygen Therapeutics LLC	 
	 	 
	Date____________________________________________	 
	 	 
	 	 
	Brian
    Dawson	 
	 	 
	Date____________________________________________	 


 


674
Souder Rd, Souderton, PA 18964