Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”),
executed to be effective
as of
January 1, 2022 (the “Effective Date”),
is entered into by and between
Sanara MedTech Inc., a Texas
corporation (“Sanara”,
the “Company”, or the “Employer”),
and Michael D. McNeil, an individual residing in Texas (“Employee”).
The Employer and Employee may be referred
to singularly as “Party”
or collectively as “Parties”.



 


WITNESSETH:


 


1. Employment Term. Employee’s
employment and the initial
term of
this Agreement shall
commence on
the Effective Date and
continue for twenty-four (24)
months, unless earlier terminated as provided in Section 8;
provided, however, if not earlier
terminated, Employee’s employment under this Agreement shall automatically renew or extend for consecutive terms of
twelve (12) months, unless either Party
gives prior
written notice to the other Party
of its
desire to terminate Employee’s employment under this Agreement
at least thirty (30)
days prior to the expiration
of the initial term or
any renewal term (collectively,
the “Term”).
Termination of
Employee’s employment under this
Agreement for any
reason whatsoever by
any Party
shall have no effect on the
continued enforceability of Sections
7(f), 7(g), and 10 through 26 of this
Agreement, which shall survive the
expiration or
termination of Employee’s employment
under this Agreement, except
as otherwise provided herein. Employee
accepts such employment and agrees
to perform the services specified
herein, all upon
the terms
and conditions hereinafter
stated.


 


2. Duties.
Employee shall serve in the
position of Chief Financial Officer of the Company and will report to the Chief Executive Officer of the Company. Employee
further agrees to perform such other
services for the Employer,
and for any parent, subsidiary or affiliate corporations of the
Employer and
any partnerships in which
the Employer may
from time to time have an interest
(collectively, the
“Affiliates”).
The term
“Employer” as used
in this
Agreement shall be
deemed to include
and refer
to all such Affiliates.
During the Term, Employee agrees to devote Employee’s
full time and energy and all of Employee’s skill and best efforts to the performance of Employee’s job duties, as assigned
by Employer, and to the business of Employer and shall perform such duties in a diligent, trustworthy, and business-like manner in full
compliance with all applicable laws. Employee shall not at any time during Employee’s employment with Employer: (a) work on any
basis (including, without limitation, part-time or as an independent contractor) for a Competing Business (as defined in Section 10);
or (b) participate in any material way in any other business that is not a Competing Business to the extent that such participation adversely
affects Employee’s performance of Employee’s job duties for Employer in any manner. Employee acknowledges and agrees that
Employee will comply with Employer’s existing and future policies, manuals and procedures as adopted and provided to Employee.


 


3. Compensation.
As payment for the services to be rendered by Employee hereunder during the Term
of this Agreement, during Employee’s
employment with Employer under this Agreement:


 


(a) Employee
shall be entitled to receive an annual base salary in the gross amount of
$215,000 less applicable taxes and other legal withholdings (the
“Base Salary”), payable in accordance with the Employer’s standard payroll practice. The Compensation
Committee of the Board of Directors of the Company (the “Board”) will
periodically review the Base Salary for market adjustments.
Any such adjustments may be made at the sole discretion of the Compensation
Committee. The Parties agree that the Base Salary compensates Employee for any services Employee
may provide to Employer or to any Affiliates.


 


(b) Employee
shall be eligible for discretionary annual awards of restricted shares of common stock equal to an amount of up to seventy-five percent
(75%) of Employee’s Base Salary (determined based on the fair market value of the Company’s common stock on the date of grant).
Any such grants will be subject to approval
by the Board, the terms of the Company’s long-term equity incentive plan, and any vesting criteria determined by the Board applicable
to each such grant. 


 




    	 



     


    

 


(c) Employee
shall be eligible to receive a discretionary annual
cash bonus of up to fifty percent (50%)
of Employee’s Base Salary based on the annual performance of both Employee and Employer (“Annual Bonus”).
The payment of any Annual Bonus will be subject to approval by the Board, and, if payable, will be paid in the next calendar year between
January 1 and March 31 (inclusive) following the year to which such Annual Bonus relates, provided that Employee is employed on December
31st of the calendar year to which the bonus relates.


 


(d) Compensation
shall only be required, and Employee’s entitlement to any of the compensation or benefits referenced in Sections 3 through 6 shall
only be in effect during the Term, and any termination of Employee’s employment or of this Agreement shall terminate the Employer’s
obligation to compensate Employee in any manner or provide any of the compensation or benefits referenced in Sections 3 through 6 for
any date after the termination of Employee’s employment, unless otherwise required by applicable law or by the applicable plan
documents as they may be amended from time to time. All payments referenced in Sections 3 through 6 are subject to all required and/or
authorized tax withholdings and deductions.


 


4. Expenses.
During the Term of this Agreement, the Employer shall pay or reimburse Employee for all reasonable out-of-pocket expenses, including
airfare, rental cars, meals, hotel accommodations, professional dues, and similar items incurred in connection with the Business (as
defined in Section 10 hereunder) of Employer and in accordance with the travel and reimbursement policies of the Employer, upon submission
by Employee of an appropriate statement documenting such expenses.


 


5. Employee
Benefits. During the Term of this Agreement, Employee shall be
entitled to participate in all employee benefit plans that are
available to the other employees of
the Employer, including any retirement plan, group
life plan, health, or accident insurance,
or other employee benefit
plans as determined by the Compensation
Committee from time to time
and as may be in effect and exist from time to time. Employer reserves the right to adopt, amend, modify, or terminate any such benefit
plan, policy, or program at any time.


 


6. Vacation.
During the Term of this Agreement,
Employee shall be entitled to
paid vacation equal to four (4) weeks per annum, (accrued 6.67
hours per semi-monthly), such vacation to be subject
to the then existing Employee Policy Manual of the Employer,
which policy manual may be amended from time to time (the “Employee Policy Manual”).
Employee shall be required to obtain approval
from the Employer before scheduling
any vacation and shall only be entitled to take up to a maximum of ten (10) consecutive days at any one time with the prior approval
of the Chief Executive Officer. 


 


7. Covenants
of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid
by the Employer, the opportunity to obtain grants of shares of common stock of Employer, Employer’s giving Employee access to Confidential
Information during the Term as determined by Employer, Employee does hereby covenant, agree, and promise that during the Term hereof
and for a period thereafter to the extent specifically provided in this Agreement as follows:


 


(a) Employee
will not actively engage, directly or indirectly, in any other business if such involvement would (i) interfere with his or her duties
as set forth herein, or (ii) violate the provisions of Section 10, Section 11 or Section 12.


 




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(b) Employee
will not engage, directly or indirectly,
in any activity
that is directly competitive with the business of the Employer. This prohibition shall
include the ownership, management, operation,
control of, employment by, participation
in, in
any manner, any business of the type that is competitive with the business of Employer.


 


(c) Employee
will truthfully and accurately make, maintain, and preserve all records and reports that the Employer may from time-to-time request or
require.


 


(d) Employee
will fully account for all money, records, goods, wares, and merchandise, or other property belonging to the Employer of
which Employee has custody, and will
promptly deliver the same whenever and
however Employee may be reasonably directed
to do so.


 


(e) Employee
will obey all rules, regulations, and special instructions applicable to Employee, including but not limited to, those set
forth in the then existing Employee
Policy Manual of the Employer, if any, and will be loyal and faithful to the Employer
at all times, constantly endeavoring
to improve Employee’s ability
and knowledge of the business in an effort
to increase
the value
of Employee’s services for the
mutual benefit of the
Parties.


 


(f) Employee
agrees that
upon the earlier of the request of Employer or termination of Employee’s employment
with Employer for any reason, Employee
will immediately surrender and turn over to the Employer all
books, records, forms, specifications,
formulae, data, processes, papers and
writings related to the business of the Employer and
all other property belonging to the Employer,
together with all copies of the
foregoing, it being understood and agreed that the same are
the sole
property of the Employer and that such
Employer property shall be returned to Employer without such property or any files or data thereon being deleted, altered or damaged.


 


(g) Employee
agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, and
other things of value (collectively, “Intangible
Rights”),
whether patentable or not,
which are conceived, made,
invented, or suggested either by
Employee alone or in collaboration with others during the Term of Employee’s employment which pertain to
the Business, and whether or not during regular working hours, shall be promptly disclosed in writing
to the Employer and shall be the sole
and exclusive property of the
Employer. Employee hereby assigns all of Employee’s right,
title, and interest in and to all such Intangible Rights to the
Employer, which Employer may then assign to Employer’s successors or assignees.
In the event that any of said Intangible Rights are
deemed by the Employer
to be patentable or otherwise registerable
under any federal, state, or foreign law, Employee further agrees
that, at the expense of Employer,
Employee will execute all
documents and do all things
necessary, advisable, or proper to obtain patents therefor or
registration thereof, and to vest in the Employer full title thereto. The Parties recognize
that this Agreement does not require assignment of any materials (i) developed entirely on Employee’s own time; and (ii) developed
without equipment, supplies, facility, trade secrets, or proprietary information of Employer or any of the Affiliates, unless such Materials
either: (a) relate at the time of conception or reduction to practice of the invention to any portion of the Business, or actual or demonstrably
anticipated research of development of Employer or any of the Affiliates; or (b) result from any work performed by Employee for Employer
or any of the Affiliates. All inventions and works of authorship, if any, patented or unpatented, registered or unregistered, that Employee
made prior to the Effective Date that are not owned by Employer are listed on an attachment hereto (hereafter referred to as the “Prior
Materials”). If no such list is attached, Employee represents that Employee does not own or possess any Prior Materials.
Employee shall not use any Prior Materials in any manner in connection with the Business. If Employee incorporates Prior Materials owned
by Employee, or in which Employee has an interest, into any work or services for the Employer or any of the Affiliates, the Employer
and the Affiliates are hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide,
sublicensable (directly or indirectly) license to make, have made, modify, use, sell, have sold, copy, distribute, create derivative
works, display, perform, and transmit such Prior Materials.


 




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(h) Employee
shall not, by reason of this Agreement, have any vested interest in, or right, title or
claim to, any land, buildings,
equipment, machinery, processes, systems, products, contracts,
goods, wares, merchandise,
business assets, or other things
of value belonging to or which may hereafter be acquired,
owned or leased from Employee by
the Employer, without the prior written consent of
Employer.


 


(i) Employee
acknowledges that the nature of
Employee’s position with the Employer
may mandate that Employee perform
such duties and
render such
services as are required of
Employee hereunder.


 


8. Termination.
Employee’s employment under this Agreement may be terminated as follows:


 


(a) Termination
by Employer for Cause.
The Employer may terminate the
employment of Employee
if Employee
engages in
any of
the following conduct (termination
for “Cause”):


 


(i) breaching
any material
provision of this Agreement;


 


(ii) misappropriating
funds or property
of the Employer
or any of the Affiliates;


 


(iii) securing
any personal profit not thoroughly disclosed
to and approved by
the Employer in
connection with any transaction
entered into on
behalf of the Employer or any of the
Affiliates;


 


(iv) engaging
in conduct, even if not in
connection with the performance of Employee’s duties
hereunder, which might be reasonably expected to result in any
effect materially adverse to
the interests of the Employer or any of the Affiliates,
such as fraud, dishonesty,
indictment or conviction for (or pleading nolo
contendere to) any
felony or a misdemeanor involving moral turpitude, or the
indictment for any felony or misdemeanor involving moral
turpitude;


 


(v) failing
to satisfactorily fulfill and perform Employee’s duties in accordance with the terms hereof, except for any failure caused by disability
or death of Employee, as
defined below; or


 


(vi) failing
to comply with
corporate policies
of the
Employer, including, but not limited to, those policies set
forth in Section 24.


 


(b) Termination
by Employer without
Cause. The
Employer may
terminate Employee’s employment
under this Agreement without Cause
at any time
upon written notice
to Employee.


 




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(c) Termination
by Employer upon Death or Disability of Employee. The Employer
may terminate
Employee’s employment under this
Agreement upon the death or Disability of
Employee. There shall be deemed to be
“Disability”
and Employee
“Disabled” for the purposes of this Agreement only if: (i) a medical doctor
certifies that Employee has for ninety (90) consecutive or non-consecutive days in any twelve (12) month period been disabled in a manner
which has rendered Employee unable to perform the essential functions of Employee’s job duties, with or without reasonable accommodation;
(ii) Employee is determined to be disabled under the terms of any long-term disability plan in effect for Employer’s employees
at the applicable time; or (iii) Employee is determined to be disabled by the U.S. Social Security Administration. Employee will cooperate
in submitting to any requested medical examination for the purpose of certifying disability under this Section 8(c) and will sign any
documents needed to release the results of such medical examination to the Employer or the Employer’s designee for the purpose
of any determination under this Section 8(c).


 


(d) Termination
by Employee for Convenience. Employee shall have the right to terminate Employee’s employment under this Agreement at any time
for any reason, or no reason at all.


 


(e) Termination
by Employee for Good Reason. Employee shall have the right to terminate Employee’s employment under this Agreement at any time
for Good Reason, subject to the cure rights set forth below. “Good
Reason” shall mean the occurrence of any of the following, in each case without Employee’s consent:


 


	 	(i)	A
    material reduction to Employee’s Base Salary; 
	 	(ii)
    	A
    material breach by the Employer of this Agreement; or
	 	(iii)
    	A
    material, adverse change in Employee’s title or authority.


 


Notwithstanding
the foregoing, none of the occurrences outlined in clauses (i)-(iii) above shall constitute Good Reason for Employee’s resignation
from employment unless the following conditions are satisfied: (1) Employee provides the Board written notice of such occurrence, with
such notice specifying the date and amount of any reduction, how the Agreement was materially breached, or the material adverse change
in title or authority, as applicable, and the obligation to cure within sixty (60) days of the initial existence of such reduction, breach,
or change; (2) Employer fails to cure such reduction, breach, or change within forty-five (45) days from the date the written notice
from Employee is delivered to the Board; and (3) Employee’s resignation for Good Reason must be effective no later than one-hundred
and ten (110) days after the initial reduction, breach, or change that is the basis for the Good Reason.


 


(f) Notice
of Termination. Any termination of Employee’s employment under this Agreement pursuant to Section 1 or this Section 8 (other
than pursuant to Section 8(c) on account of Employee’s death) shall be communicated by written notice of termination (each, a “Notice
of Termination”) to the other Party in the manner provided in Section 13. The Notice of Termination shall specify: (i)
the termination provision of this Agreement relied upon; and (ii) the applicable date of termination. Any termination under Section 8(d)
or 8(e) shall require Employee to provide a minimum of ninety (90) days’ notice to Employer.


 




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9. Payment
upon Termination.


 


(a) In
the event Employee’s employment under this Agreement is terminated by Employer
for Cause, or by Employee for any reason
except for a Good Reason, Employee shall
be entitled to receive Employee’s
Base Salary earned and
accrued through
the effective date
of termination, plus reimbursement for any
approved expenses incurred but unpaid
as of such date
in accordance with Section 4, and no
other compensation or
benefits
whatsoever except as may
be required by law. The foregoing
payments shall constitute the
full and total
amount of liquidated damages that Employee shall
be entitled to receive from the Employer
and its Affiliates, and Employee releases any and
all other contract
or tort claims arising
out of his or her employment relationship
with the Employer.


 


(b) In
the event Employee’s employment
under this Agreement is terminated by
Employer without Cause or due to Employee for Good Reason,
Employee shall
be entitled to receive
a severance package which
will include one (1) year of
Base Salary following the effective
date of termination, paid in twenty-four
(24) equal semi-monthly
installments in accordance with the Employer’s regular payroll practices, and
continued participation in any
health care benefits provided by the
Employer to its employees for the period
of time during which severance payments are paid to Employee, which continued participation in health care benefits may be through participation
under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and reimbursement of COBRA premiums paid
by Employee for such continued participation; provided
Employee executes and delivers
to Employer a release
in substantially
the form
attached hereto as
Exhibit A and in accordance with the terms of such release. Any and all amounts
received by Employee pursuant
to this Section 9(b) shall constitute the full and total amount
of liquidated damages that Employee shall
be entitled to
receive from the
Employer and its
Affiliates, and Employee releases
any and
all other contract or tort claims arising
out of Employee’s employment relationship
with the Employer or any relationship
with any of the Affiliates. Notwithstanding the foregoing, in the event the time period for Employee to return a validly executed, irrevocable
release described in this Section 9(b) spans two taxable years, the salary continuation payments described in this section shall not
commence until the second taxable year, with the first such payment including any amounts that would have been paid to Employee prior
to such time but for this provision of Section 9(b).


 


(c) In
the event Employee’s employment under this
Agreement is terminated by Employer
due to Employee’s death or Disability, Employee or Employee’s
estate shall be entitled to receive
Employee’s Base Salary earned and accrued through the effective date of termination (including any vested common stock granted
to Employee), plus reimbursement for any approved expenses incurred
but unpaid as of such date in accordance with Section 4, all
of which shall constitute the full and total amount of liquidated damages that Employee shall be entitled to receive from the Employer
and its Affiliates, and Employee releases any and all other contract
or tort claims arising out of Employee’s employment relationship with the Employer any relationship
with any of the Affiliates. 


 


(d)  All amounts due and owing to either Employee or Employer under this Agreement shall be subject
to offset to the extent permitted by law by the amount of actual damages, if any, caused to either Party by any breach of this Agreement.


 


10. Covenant
Not to Compete. Employee recognizes that the Employer has business
goodwill and other legitimate business interests which must be protected in connection with and in addition to the “Confidential
Information” as defined in Section 12 below,
and therefore, in exchange for access
to the Confidential Information and the
opportunity to obtain shares of common stock of the Company,
Employee agrees and covenants that during Employee’s employment or any other engagement with Employer and for twelve (12) months
thereafter, no matter the reason for any termination of employment or engagement (the “Restricted
Period”),
subject to the provisions contained hereinbelow,
as follows:


 


(a) Agreement
Not to Compete. Employee will not, either directly or indirectly, (a) for Employee, or (b) as a shareholder, owner, partner, joint
venturer, promoter, consultant, manager, independent contractor,
agent, employee or in any other capacity,
participate in or provide services to a Competing
Business (as defined below) within the
Territory (as defined below).


 




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(b) Agreement
Not to Solicit Customers. Employee will not,
either directly or indirectly, on Employee’s
own behalf or in the service
of or on behalf of any other person or entity,
solicit or attempt to divert to a Competing
Business or to any third party any person, concern, or entity who is or was, or in the future
will be (at the time of solicitation),
a Customer of Employer or any of the Affiliates whether within or without the Territory. Further, Employee will not, either directly
or indirectly, on Employee’s own behalf or in the service of or on behalf of any other person or entity,
initiate a call upon any person or entity
who is, or
was, or in the future will be (at the time of solicitation), a Customer of Employer or any of the Affiliates for the purpose of diverting
or appropriating business to a Competing Business or to any third party,
and further, if any such Customer initiates
a call upon Employee, then Employee
shall not entertain any such
call without first receiving approval from the Employer. Employee agrees
that, among other actions, any notification, update or other communication to any such Customer of Employee’s relationship or status
with any Competing Business – whether such notification or update is through LinkedIn, Facebook, any other social media outlet,
email, letter or by any other method – constitutes a solicitation of business and an attempt to transact business with such Customer.


 


(c) Agreement
Not to Solicit Employees. Employee will not,
either directly
or indirectly, on Employee’s own behalf or in the service of or on behalf of any other person
or entity, hire, solicit,
divert, or recruit any employee
or contractor of Employer or any of the Affiliates with whom Employee had contact during Employee’s employment with Employer or
any former contractor or employee of Employer or any of the Affiliates with whom Employee had contact during Employee’s employment
with Employer, unless such former contractor or former employee’s relationship with the Employer or any of the Affiliates (looking
at the date of the last relationship between Employee and either Employer or any of the Affiliates) has been terminated for at least
twelve (12) months as of the date of such hiring, solicitation, diversion or recruitment, to leave such
employment
or engagement or otherwise terminate his or her employment or
engagement, whether or not such employment or engagement is pursuant to a written contract or at-will,
or become hired or engaged by any other person or entity.


 


(d) Non-Interference.
Employee will not induce or solicit or attempt to induce or solicit or cause, in any way, any actual or prospective Customer of
Employer or any of the Affiliates or assist any other person or entity in inducing or soliciting or attempting to induce or solicit or
causing, in any way, any such person or entity to discontinue or decrease its respective relationship with Employer or any of the Affiliates.


 


Business
means providing, selling, developing or
manufacturing wound and/or
skin care and/or soft tissue repair
related products of the
type or nature
of, or competitive with, those provided, sold
or manufactured by Employer or any of
the Affiliates, including, without limitation, providing virtual consultation and/or clinician services to patients using Employer’s
or any of the Affiliates’ products and any other
line of business in which Employer or any of the Affiliates become involved or takes steps to become involved during Employee’s
employment or engagement with Employer or any of the Affiliates, provided that Employee has knowledge of Employer or any of the Affiliates
becoming involved in such other line of business or any of the steps taken by Employer or any of the Affiliates to become involved in
such other line of business.


 




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Competing
Business
means any person, concern or entity
which is engaged
in, or preparing to engage in, the Business.


 


Customer
means a person
or entity which sells to,
and/or buys
Employer’s, or any of the Affiliates’ products
or services and with whom or which Employee had contact during
Employee’s employment or engagement with Employer or any of the Affiliates or about which or whom Employee received Confidential
Information. 


 


Territory
means the United States
and any additional countries in
which the Employer engages
in business in any material manner.


 


(e) Acknowledgment
of Enforceability.


 


(i) Employee
expressly acknowledges
and agrees that Employee’s
experience and abilities are
such that Employee’s
observance of the
covenants and restrictive agreements
contained herein
are reasonable
as to
scope, location
and duration
and that
such observation
shall not
cause Employee any undue hardship or
unreasonably interfere with Employee’s
ability to
earn a livelihood.
Employee has
been provided with an
opportunity to consult with legal counsel
of Employee’s selection
for the meaning of the covenants
and restrictions, which have been explained
to Employee’s
satisfaction. Employee hereby agrees
that the limitations set
forth above are reasonable and
necessary for the protection of the
Business and the
Employer and the Affiliates.
In this regard, Employee specifically
agrees that such
limitations as
to the period of
time, geographic area and types
and scope
of restrictions on Employee’s
activities are reasonable
and necessary
to protect the goodwill, Confidential
Information, and other business interests
of the
Business and the Employer and the Affiliates.


 


(ii) Notwithstanding
anything contained in this Section 10 to the contrary,
Employee shall not be prohibited from working for an entity
with a division or subsidiary
that competes with the Business
and/or the Employer or any of the Affiliates provided: (x)
Employee is not directly involved in the provision of services
to such division or subsidiary; and (y) such division
or subsidiary does not comprise
more than ten percent (10%)
of the total business activities
of the overall entity.


 


Revision.
It is mutually understood and
agreed that if
any of the
provisions relating to the scope, time,
or Territory
of this
Agreement are more
extensive than
is enforceable under
applicable law,
then the Parties agree
that a Court shall reduce the degree
and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability
under applicable law.


 


(f) Remedies.
The invalidity or non-enforceability of this Section 10 in any respect shall
not affect the validity or enforceability of
any other provisions of this Agreement. The
Parties agree that the limitations contained in this Section
10 with respect to time, geographical area and scope
of activity are reasonable.
Employer’s and the Affiliates’ remedies at law
for any breach or threatened
breach of the provisions of this Section
10 may be insufficient and may
be inadequate, and Employer and the Affiliates shall be entitled
to equitable relief, including by way of temporary and permanent
injunction, without any requirement to post bond or other security therefor,
in addition to any remedies Employer or any of the Affiliates may have at law.
The existence of any claim or cause of action by Employee against Employer or any of the Affiliates, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by Employer, or any of the Affiliates, of Sections 10 and 12
of this Agreement. If Employee (i) breaches any restriction in Sections 10 or 12, or (ii) if Employee or anyone acting on Employee’s
behalf brings a claim against Employer or any of the Affiliates seeking to declare any term in Section 10 or 12 void or unenforceable,
Employer or any of the Affiliates shall be entitled to: (A) damages incurred by Employer or any of the Affiliates as a result of any
breach; and (B) recover their attorneys’ fees, witness fees, and costs incurred in such actions, in addition to any other remedies.
If Employee is found by a court of competent jurisdiction to have violated any of the restrictions contained in Section 10, the Restricted
Period will be deemed to be extended for a period of time equivalent to the time Employee was in violation of any of the restrictions
in Section 10 and will not run in favor of Employee until such time that Employee cures the violation to the reasonable satisfaction
of Employer. If Employee during the Restricted Period seeks or is offered employment or any other position with a Competing Business,
Employee agrees to inform the Competing Business, before accepting employment or any other position, of the existence of the restrictions
in Sections 10 and 12. Further, before taking any employment or other position with any Competing Business during the Restricted Period,
Employee agrees to give prior written notice to the Employer of the name of such Competing Business and the job title, location and responsibilities
of the position that Employee plans to accept. Employer shall be entitled to advise such Competing Business of the provisions of Sections
10 and 12 and to otherwise deal with such Competing Business to ensure that the provisions of Sections 10 and 12 are enforced and duly
discharged.


 




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11. Business
Opportunities. For as long
as Employee
shall be
employed or engaged by the Employer or any of the Affiliates and thereafter with respect to any business opportunities
learned about during
the time of
Employee’s employment or engagement by
the Employer
or any of the Affiliates, Employee agrees
that with respect
to any future
business opportunity or
other new and future
business proposal which is
offered to,
or comes to the attention of, Employee
during the Term
of this Agreement or
any renewal term thereof, and which
is specifically related
to, or
connected with, the
Business, the Employer shall have the right
to take advantage of such
business opportunity
or other business proposal for
its own
benefit. Employee may not take advantage
of such
opportunity regardless of
whether the Employer elects to exercise
its right to take advantage of such opportunity.


 


12. Confidential
Information. Employee acknowledges that in the course
of Employee’s employment with
the Employer, Employee will receive access to certain trade
secrets and Confidential Information. For purposes of this Agreement, “Confidential
Information” includes trade secrets or confidential information of Employer or concerning any of the Affiliates, including,
without limitation: current and/or prospective client, referral source, business partner, investor, supplier, distributor, contractor,
merchant and/or vendor lists, databases, identity, contact, preferences, purchasing patterns, pricing policies, upcoming needs, and/or
other information and/or history; contracts; information concerning employee skills or other employee information that a competitor may
find valuable; processes; technical data or processes; policies; pricing, costs, marketing, sales, profits, business, marketing and/or
other strategies, plans, analysis, studies, know-how, practices or information; designs; testing results; business and/or training manuals;
business and/or financial information; audit processes; management methods and/or information; proprietary computer programs, information
processing standards and practices; any original works of authorship by Employer; any similar information concerning any of the Affiliates,
whether received prior to or after the Effective Date; or other business information disclosed to Employee by the Employer or any of
the Affiliates, either directly or indirectly, in writing, orally, or by drawings or observation. Employee understands and agrees that
Employer is not required to provide Employee with all of the types of Confidential Information listed in the preceding sentence, but
that Employer will provide Employee with access to some of these types of Confidential Information in a manner and at a time in Employer’s
sole discretion. In exchange for Employer’s promise to provide Employee with Confidential Information – regardless of whether
the Confidential Information at issue was provided before or after the Effective Date – Employee shall not, during the period of
Employee’s employment or engagement with Employer or any of the Affiliates or at any time thereafter, take, disclose, publish,
use, exploit, or solicit, allow or assist another person to use, take, disclose, publish or exploit any Confidential Information, except
as: (a) required in the ordinary course of Employer’s business directly related to Employee’s employment with Employer and
for the benefit of Employer; or (b) as required by law. Employee further represents Employee will not, and acknowledges that Employer
has specifically instructed Employee not to, disclose to Employer or any of the Affiliates, use, or induce Employer or any of the Affiliates
to use any confidential or proprietary information or material belonging to any third party. Additionally, during Employee’s employment,
Employer or Employee may receive from third parties their confidential information. Employee agrees not to take, use, publish, exploit
or disclose any third party’s confidential information to any person or organization except as necessary in the course of Employee’s
employment with Employer and in accordance with any use agreement between the Employer and such third party. Furthermore, upon the earlier
of the request by Employer or upon the termination of Employee’s employment with Employer for any reason, Employee shall immediately
return and deliver to Employer any and all Confidential Information and all other Employer or any Affiliates documents and items –
whether in hard or digital form – and all copies thereof which belong to Employer or any of the Affiliates or relate to Employer’s,
or any of the Affiliates’ business and which are in Employee’s possession, custody or control, whether prepared by Employee
or others, without altering such documents or items before providing them to Employer, including, without limitation, by not deleting
any files or other information from any Employer laptop or other device before providing the item to Employer. Employee further agrees
that, after Employee provides a copy of such information or documents to Employer, Employee will: (a) immediately delete and write over
any information or documents relating to Employer’s or any Affiliates’ business from any computer, cellular phone or other
digital or electronic device owned by Employee; and (b) execute a termination certificate, certifying the return of all Confidential
Information and the deletion of all such information from any digital or electronic device owned by Employee and provide such certificate
to Employer. Notwithstanding any other provision of this Agreement: (i) Employee may disclose Confidential Information when required
to do so by a court of competent jurisdiction, by any governmental agency having authority over Employee or the business of Employer
or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Employer to divulge, disclose
or make accessible such information; and (ii) nothing in this Agreement is intended to interfere with Employee’s right to (A) report
possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (B) make other disclosures
that are protected under the whistleblower provisions of state or federal law or regulation; (C) file a claim or charge with the Equal
Employment Opportunity Commission (“EEOC”), any state human rights commission, or any other governmental agency
or entity; or (D) testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human
rights commission, any other governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating
any such reports or disclosures or engaging in any of the conduct outlined in subsection (ii) above, Employee may disclose Confidential
Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization
from Employer, and is not required to notify Employer of any such reports, disclosures or conduct. Employee is also hereby notified in
accordance with the Defend Trade Secrets Act of 2016 that Employee will not be held criminally or civilly liable under any federal or
state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or
is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation
against Employer or any of the Affiliates for reporting a suspected violation of law, Employee may disclose Employer’s and any
Affiliates’ trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee
files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Also,
nothing in this Section 12 shall interfere with any rights that exist under the National Labor Relations Act.


 




    	9



     


    

 


13. Notices.
All notices, requests, consents, demands,
or other
communications required or
permitted to be given
pursuant to this
Agreement shall
be deemed sufficiently
given when delivered
either (i) personally with a
written receipt acknowledging
delivery, or
(ii) within three (3) business days
after the
posting thereof by
United States
first class, registered or certified
mail, return receipt requested, with
postage fee prepaid
and addressed to
the following:


 


	 	If
    to Employer: 	 	Sanara
    MedTech Inc.
	 	 	 	Attn:
    Zachary Fleming
	 	 	 	Chief
    Executive Officer
	 	 	 	1200
    Summit Ave, Suite 414
	 	 	 	Fort
    Worth,
    Texas 76102
	 	 	 	 
	 	If
    to Employee:	 	Michael
    McNeil
	 	 	 	______________
	 		 	______________


 


Any
Party, at any time, may designate additional or different addresses for subsequent notices or communication by furnishing notice to the
other Party in the manner described above.


 


14. Specific
Performance. Employee and Employer acknowledge
that a remedy at law for
any breach or threatened breach of
Sections 7, 10, 11, or 12 of
this Agreement will be inadequate
and that each Party may be entitled
to specific performance,
injunctive relief, and any other remedies available
to it for such breach or
threatened breach. If a
bond is required to be posted in order for either Party to secure
an injunction, then the Parties stipulate that
a bond in the amount of one thousand dollars ($1,000) will be sufficient and
reasonable in all circumstances to protect the rights
of the Parties.


 


15. Severability.
Whenever possible, each provision of
this Agreement shall be
interpreted in such manner
as to
be effective
and valid
under applicable law,
but if any
provision of
this Agreement
shall be prohibited
by or invalid
under applicable law, such
provisions shall
be ineffective to the extent
of such
provision or
invalidity only
and shall be reformed as described in Section 10 if relating to Section 10, without
invalidating the remainder of such provision
or any remaining
provisions of this Agreement.


 


16. Assignment.
This Agreement
may not be assigned
by Employee. Neither
Employee, Employee’s spouse,
nor their estates
shall have any
right to encumber or
dispose of any right to receive payments
under this Agreement, it
being understood that such payments
and the right
thereto are non-assignable and nontransferable.
Employer may assign this Agreement. Additionally, the Parties agree that the Affiliates are third party beneficiaries under this Agreement
and may enforce Sections 10, 11 and 12 of this Agreement.


 


17. Binding
Effect.
Subject to the provisions of
Section 16 above,
this Agreement
shall be binding upon and
inure to
the benefit of
the Parties
hereto,
Employee’s heirs
and personal representatives, and the
successors and
assignees of the
Employer.


 


18. Prior
Employment Agreements.
Employee represents and warrants to the Employer that Employee has fulfilled all of the terms and conditions of all prior employment
agreements to which Employee may be a party or have been a party and that at the time of execution of this Agreement, Employee represents
and warrants that nothing contained in any agreement that Employee has with any third party shall preclude Employee from performing all
of Employee’s duties, obligations and covenants as contained in this Agreement.


 




    	10



     


    

 


19. Waiver.
Any waiver to be enforceable must be in writing
and executed by the Party against
whom the waiver is sought
to be enforced.


 


20. Governing
Law; Arbitration. This Agreement shall be construed and
enforced in accordance with and governed by
the laws of the state of
Texas without regard to conflict
of laws rules thereof or of any other jurisdiction. Each Party
agrees that upon the written
demand of the other Party,
whether made before or after
the institution of any legal
proceedings, but prior to
the rendering of any judgment
in that proceeding, all disputes, claims
and controversies between them, whether
individual, joint, or class
in nature, arising from this Agreement,
or any document, instrument,
or agreement executed
in connection herewith, including
without limitation contract disputes
and tort claims, shall be
resolved by binding arbitration pursuant to the
Arbitration Rules of the
American Arbitration Association
(“AAA”). The arbitration shall be conducted by one (I) arbitrator who
shall be selected using
a listing process whereby
the AAA administrator shall provide
each party with a
list of proposed arbitrators
who are generally familiar with the underlying
subject matter made the basis
of the dispute. Thereafter,
each Party shall be
given ten (10) days
to strike any
unacceptable names from the
list and number the remaining names in order
of mutual preference.
The arbitration shall be conducted
in Tarrant County, Texas.
The language of the
arbitration shall be in English.
This arbitration provision shall not limit the
right of either Party during
any dispute, claim or controversy to
seek, use, and employ ancillary, or preliminary rights and/or
remedies, judicial or otherwise, for the purposes of realizing upon, preserving, or protecting
any rights of either Party, and
any such action shall not
be deemed an election of remedies. Such remedies include, without
limitation, obtaining injunctive relief or a
temporary restraining order, obtaining a writ
of attachment or imposition of
a receivership, or exercising
any rights relating to personal property, in which event, the Party seeking such equitable
relief can file an action
in court notwithstanding
this arbitration provision. Any disputes, claims or
controversies concerning the lawfulness or reasonableness
of an act, or exercise of any right or
remedy, including any claim to rescind,
reform, or otherwise modify this Agreement, shall also be
arbitrated: provided, however, that no arbitrator shall
have the right or the power to enjoin or restrain any act of
either Party. It is understood and agreed
that the arbitrator shall have no
authority to award punitive or other damages
not measured by the prevailing Party’s actual damages, except as may
be required by statute. Judgment upon any award rendered by any
arbitrator may be entered in any court
having jurisdiction. The statute of limitations,
estoppel, waiver, laches and
similar doctrines which would otherwise be applicable in an action brought by a
Party shall be applicable in any arbitration proceeding, and the
commencement of an arbitration proceeding
shall be deemed the commencement of
any action for these purposes. The Federal Arbitration Act (Title
9 of the United
States Code) shall apply to
the construction, interpretation, and enforcement of this arbitration
provision. Each Party shall
bear its own costs and
expenses and an equal share
of the arbitrator’s and administrative fees of arbitration.


 


21. Attorneys’
Fees.
If any litigation
is instituted
to enforce or interpret
the provisions of this Agreement,
the prevailing Party
in such action shall be
entitled to
recover its reasonable attorneys’
fees from the other Party or Parties
hereto.


 


22. Drafting.
Each of the
Parties hereto acknowledges that each Party was actively
involved in the negotiation and
drafting of this Agreement
and that no law or rule of construction
shall be raised or used
in which the provisions of this
Agreement shall be
construed in
favor or against any Party hereto
because one is
deemed to be the author thereof.


 


23. Multiple
Counterparts. This Agreement
may be executed in multiple
counterparts, each
of which shall have
the force and
effect of an original, and all of
which shall constitute one and the
same agreement.


 


24. Conflicts
of Interest. It is the
express policy
of the Employer to conduct its
affairs in strict
compliance with the letter and spirit
of the law and to
adhere to the highest principles of
business ethics.
Accordingly,
all officers, employees
(including Employee) and independent
contractors must
avoid activities that
are in conflict, or
give the
appearance of
being in
conflict,
with these principles and
with the interests of
the Employer.


 




    	11



     


    

 


The
following are
potentially compromising
situations that must be avoided.
Any exceptions must be
reported to the Chief Executive Officer
of Employer and written approval
for continuation of such actions must
be obtained from the Chief
Executive Officer of Employer before
any such actions may continue. 


 


(a) Revealing
or misusing confidential information
to outsiders. Unauthorized divulging
of information is a violation of
this policy whether or
not for
personal gain
and whether or not harm to the Employer
is intended.


 


(b) Accepting
or offering substantial gifts, excessive entertainment,
favors, or payments which may be deemed
to constitute undue
influence or otherwise be improper or embarrassing to the Employer.


 


(c) Accepting
or offering consulting
or freelance employment for any outside
firm or entity, unless otherwise set
forth herein.


 


(d) Initiating
or approving any form of sexual or other harassment, retaliation, or discrimination concerning employees of the Employer or any of the
Affiliates.


 


(e) Investing
or holding outside directorships in suppliers, customers,
or any Competing Business, including
financial speculation, where such
investment or directorship might influence in any manner a decision or
course of action by the Employer;
provided, however,
that Employee may own up to five
percent (5%) of a publicly traded company
that engages in a Competing
Business.


 


(f) Borrowing
from or lending to employees, customers,
or suppliers.


 


(g) Improperly
using or disclosing to the Employer
any proprietary information or
trade secrets
of any former
or concurrent employer or other
person or
entity with whom
obligations
of confidentiality exist.


 


(h) Unlawfully
discussing prices, costs,
customers, sales, or
markets with any Competing Business or
its employees.


 


(i) Making
unlawful agreements with competitors
with respect to prices.


 


(j) Engaging
in any conduct
which is not in the best interest
of the
Employer.


 


25. COUNSEL.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS
EXECUTING A LEGAL DOCUMENT THAT
CONTAINS CERTAIN DUTIES, OBLIGATIONS AND RESTRICTIONS
AS SPECIFIED HEREIN. EMPLOYEE FURTHERMORE ACKNOWLEDGES
THAT EMPLOYEE HAS BEEN ADVISED OF EMPLOYEE’S RIGHT
TO RETAIN LEGAL COUNSEL, AND THAT
EMPLOYEE HAS EITHER BEEN REPRESENTED BY LEGAL COUNSEL
PRIOR TO EMPLOYEE’S EXECUTION HEREOF OR HAS KNOWINGLY ELECTED NOT TO BE SO REPRESENTED.


 




    	12



     


    

 


26. Section
409A. This Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either
be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other authoritative
guidance issued thereunder (“Section 409A”), or shall comply with the requirements of Section 409A. In no event
may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes
a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in this Agreement or elsewhere
to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing
for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section
409A upon or following a termination of Employee’s employment unless such termination is also a “separation from service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service” within the meaning of Section
409A. For purposes of Section 409A, each payment under this Agreement to Employee (including any installment payments) shall be deemed
a separate payment. With respect to any expense reimbursement provided pursuant to this Agreement (i) the expenses eligible for reimbursement
must be incurred during the term of employment, (ii) the amount of expenses eligible for reimbursement during any calendar year will
not affect the amount of expenses eligible for reimbursement in any other calendar year, (iii) the reimbursements for expenses for which
Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which
the applicable expense is incurred, and (iv) the right to payment or reimbursement hereunder may not be liquidated or exchanged for any
other benefit. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on Employee’s termination of employment,
Employee is deemed to be a “specified employee” within the meaning of Section 409A, any payments or benefits due upon a termination
of Employee’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of
Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise
qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral exemption
and the permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(separation pay plan exemption), shall be delayed and
paid or provided to Employee in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the
absence of such delay) on the earlier of (x) the date which is six (6) months and one (1) day after Employee’s separation from
service for any reason other than death, and (y) the date of Employee’s death, and any remaining payments and benefits shall be
paid or provided in accordance with the normal payment dates specified for such payment or benefit.


 


By
signing below,
Employee acknowledges that
Employee has received, read, and agrees to adhere to the terms and conditions
contained within this Agreement, including,
without limitation, for confidentiality
and noncompetition and non-solicitation requirements, assignment of inventions, and conflict
of interest guidelines.


 


[Signature
Page Follows]


 




    	13



     


    

 


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


 


	 	THE
    EMPLOYER: 
	 	 
	 	SANARA
    MEDTECH INC.
	 	 
	 	By:
    	/s/
    Zachary Fleming
	 	Name:
    	Zachary
    Fleming
	 	Title:
    	Chief
    Executive Officer


 


	 	EMPLOYEE:
	 	 
	 	By:
    	/s/
    Michael McNeil
	 	Name:
    	Michael
    McNeil


 




    	14



     


    

 


Exhibit
A


 


FORM
OF RELEASE


 


As
used in this General Release, the term “claims” shall include all claims, covenants, warranties, promises, undertakings,
actions, suits, causes of action, obligations, debts, attorneys’ fees, accounts, judgments, losses and liabilities, of whatsoever
kind or nature, in law, equity or otherwise.


 


For
and in consideration of the payments
described in Section 9 of the
Employment Agreement,
and other
good and valuable
consideration, you,
for and
on behalf of yourself and your
heirs, administrators, executors, and assigns, effective as
of the Effective Date (as
defined herein below), do fully and forever
release,
remise and
discharge Employer,
its direct
and indirect parents, subsidiaries and
affiliates, together
with their respective officers,
directors, partners, shareholders,
members,
managers, employees and agents
(collectively, the “Group”)
from any and all claims
which you had,
may have had, or now
have against Employer or any
other member of the
Group, for or
by reason of your employment
or the termination of your employment
with Employer, including but not limited
to claims of breach
of contract, wrongful
termination, unjust dismissal, defamation, libel or slander,
or under any federal, state
or local law dealing with
discrimination based on age,
race, sex,
national origin,
handicap, religion,
disability or
sexual preference.
This release of
claims includes, but is not limited
to, all
claims arising under the Age Discrimination
in Employment Act,
Title VII of
the Civil Rights
Act, the Americans with Disabilities
Act, the Civil Rights
Act of 1991, the
Equal Pay
Act, and all
other federal, state and
local labor and anti-
discrimination laws, the common law
and any other purported
restriction on an
employer’s right
to terminate the employment of employees.
You specifically
release all claims
under the Age
Discrimination in Employment Act
(the “ADEA”)
relating to your
employment and
its termination.


 


You
represent that you have
not filed or permitted to
be filed against the Group,
individually or
collectively, any charges, complaints
or lawsuits arising out of
your employment with Employer and the
termination thereof and you covenant
and agree
that you will not file or
permit to be filed any lawsuits at
any time hereafter with respect
to the subject matter
of this
General Release
and claims released
pursuant to this General Release
(including, without limitation,
any claims relating
to the termination of your employment),
except as may be necessary to enforce
this General Release
or to
seek a determination of the
validity of the
waiver of your rights
under the ADEA. Nothing in
this General Release shall be
construed to
prohibit you from filing a charge with
or participating in any
investigation or proceeding conducted
by the Equal Employment Opportunity
Commission (“EEOC”)
or a comparable state or local agency.
Notwithstanding the foregoing,
you agree to
waive your right to
recover monetary
damages in any charge, complaint, or
lawsuit filed by you or
by anyone else on your behalf. Except
as otherwise provided
in this paragraph, you
will not voluntarily participate in
any judicial
proceeding of any nature
or description
against any member
of the
Group that
in any way involves the allegations and facts
that you
could have raised
against any member of
the Group
as of the date
you sign this General Release.


 


Your
right to receive the Severance Payments set forth in Section 9 of the Employment Agreement is expressly conditioned upon your executing
and delivering to the Employer, within ______ days of the employment termination date, this General Release and the expiration
of the revocation period described herein without any portion of this General Release having been revoked.


 


You
are specifically agreeing to the terms of this release because Employer has agreed to pay you money and other benefits to which you were
not otherwise entitled and has provided such other good and valuable consideration as specified herein. Employer has agreed to provide
this money and other benefits because of your agreement to accept it in full settlement of all possible claims you might have or ever
had, and
because of your execution of this General Release.


 


Any
terms capitalized herein but not otherwise defined shall have the meaning given to them in the Employment Agreement.


 


You
acknowledge that you have read this General Release in its entirety, fully understand its meaning and are executing this General Release
voluntarily and of your own free will with full knowledge of its significance. You acknowledge and warrant that you have had the opportunity
to consider for ______ (___) days the terms and provisions of this General Release and that you have been advised by Employer
to consult with an attorney prior to executing this General Release. You may execute this General Release prior to the conclusion of
the __________ (___) day period,
and if you elect to do so, you acknowledge
that you have done so voluntarily. You shall have the right to revoke this General Release for a period of seven (7) days following your
execution of this General Release, by giving written notice of such revocation to Employer in accordance with Section 13 of the Employment
Agreement. This General Release shall not become effective until the eighth (8th) day following your execution of it.


 




    	15