Exhibit 10.7


 


KUBIENT, INC.


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and entered into by and between Paul Roberts (“Executive”)
and Kubient, Inc. (the “Company”) (together referred to herein as the “Parties”), dated
as of May 26, 2017 and effective as of the Effective Date (as defined below).


 


R E C I T A L S


 


A. The
Company desires to assure itself of the services of Executive by engaging Executive to perform services under the terms hereof.


 


B. Executive
desires to provide services to the Company on the terms herein provided commencing on May 26, 2017 the date Executive actually
commenced employment with the Company, the “Effective Date”).


 


C. Certain
capitalized terms used in this Agreement are defined in Section 11 below.


 


In consideration
of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


1.
Employment.


 


(a)
General. The Company shall employ Executive as a full-time employee of the Company effective as of the Effective Date for
the period and in the position set forth in this Section 1, and upon the other terms and conditions herein provided.


 


(b) Position
and Duties. Effective on the Effective Date, Executive: (i) shall serve as the Chief Executive Officer of the Company, with
responsibilities, duties and authority usual and customary for such position, subject to direction by the Company’s Board
of Directors (the “Board”); (ii) shall report directly to the Board; and (iii) agrees promptly and faithfully
to comply with all present and future policies, requirements, directions, requests and rules and regulations of the Company in
connection with the Company’s business. In addition, the Board shall appoint Executive to serve as a member of the Board.
Executive shall attend each regular meeting of the Board, and such other meetings for which there is reasonable prior notice,
in person except as may be otherwise agreed by the Board prior to such meeting.


 


(c) Location.
Executive shall be based at the Company’s headquarters in New York, New York, except for such travel as may be necessary
to fulfill Executive’s duties and responsibilities.


 


(d) Exclusivity.
Except with the prior written approval of the Board (which the Board may grant or withhold in its sole and absolute discretion),
Executive shall devote Executive’s entire working time, attention and energies to the business of the Company and shall
not (i) accept any other employment or consultancy; (ii) serve on the board of directors or similar body of any other entity;
or (iii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that
is or may be competitive with, or that might place Executive in a competing position to, that of the Company or any of its subsidiaries
or affiliates. Notwithstanding the foregoing, Executive may devote reasonable time to unpaid activities such as supervision of
personal investments and activities involving professional, charitable, educational, religious, civic and similar types of activities,
speaking engagements and membership on committees, and be engaged in winding down the operations of CenterPoint Media, Inc.; provided
such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this
Agreement, violate the Company’s standards of conduct then in effect or raise a conflict under the Company’s conflict
of interest policies.

 






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2.
Compensation and Related Matters.


 


(a) Base
Salary. Executive’s annual base salary (the “Base Salary”) will be $120,000 per annum, less payroll
deductions and all required withholdings, payable in accordance with the Company’s normal payroll practices. The Board or
a committee of the Board shall review Executive’s Base Salary periodically and recommend such increases in salary as customary
for a company of the size, profitability and status of the Company.


 


(b) Bonus.
Commencing fiscal year 2018, Executive will be eligible to receive an annual performance bonus with a target achievement of thirty
percent (30%) of Executive’s then-Base Salary (the “Annual Bonus”). Any Annual Bonus amount payable shall
be based on the achievement of performance goals to be established by the Board or a committee of the Board. Executive hereby
acknowledges and agrees that nothing contained herein confers upon Executive any right to an Annual Bonus in any calendar year,
and that whether the Company pays Executive an Annual Bonus will be determined by the Board or a committee of the Board in its
sole discretion.


 


(c) Equity
Awards.


 


(i) Stock
Option. Following the Effective Date, Executive shall be granted, subject to approval by the Board, an option to purchase
300,000 shares (on a post 20:1 forward split basis) of the Company’s common stock (the “Option”), which
represents approximately 0.9 % of the Fully Diluted Shares (as defined below) as of the Effective Date (after taking into account
such grant), with an exercise price per share equal to the fair market value of a share of the Company’s common stock on
the date of grant, determined based upon the most recent Section 409A valuation (as determined by the Board in its sole discretion),
provided that Executive is employed by the Company on the date of grant. Subject to Executive’s continued service
with the Company through the applicable vesting date, twenty five percent (25%) of the total number of shares subject to the Option
shall vest on the first anniversary of the Effective Date and 1/48th of the total number of shares subject to the Option will
vest on each monthly anniversary of the Effective Date thereafter. The Option, and any shares acquired upon exercise, will be
subject to the terms and conditions of the Company’s equity incentive plan and an option agreement to be entered into between
Executive and the Company. For the purposes of this Agreement, “Fully Diluted Shares” shall be calculated by
adding the number of outstanding shares of capital stock of the Company plus the number of shares of Company common stock subject
to issuance under outstanding options and warrants plus the number of shares of Company common stock that are reserved for future
issuance (but not yet issued) under the Company’s equity incentive plan, in each case, as of the Effective Date.


 


(ii) Change
in Control Acceleration. Upon the consummation of a Change in Control of the Company, subject to either (i) Executive’s
continued employment with the Company until immediately prior to such Change in Control or (ii) Executive’s termination
of employment by the Company without Cause or by Executive for Good Reason within three (3) months prior to such Change in Control,
each outstanding equity award held by Executive (including, without limitation, the Option) shall automatically become vested
and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall lapse, in each case, with
respect to one hundred percent (100%) of the then-unvested shares subject to such outstanding award effective as of immediately
prior to such Change in Control.


 


(d) Benefits.
Executive may participate in such employee and executive benefit plans and programs as the Company may from time to time offer
to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein
is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefits.


 






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(e) Vacation.
Executive shall be entitled to vacation, sick leave, holidays and other paid time-off benefits provided by the Company from
time to time which are applicable to the Company’s executive officers in accordance with Company policy.
The opportunity to take paid time off is contingent upon Executive’s workload and ability to manage Executive’s
schedule.


 


(f) Business
Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses
incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s applicable
expense reimbursement policies and procedures as in effect from time to time.


 


3.
Termination.


 


(a) At-Will
Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be
 “at-will,” as defined under applicable law. This means that it is not for any specified period of time and can be
terminated by Executive or by the Company at any time, with or without advance notice, and for any or no particular reason or
cause. It also means that Executive’s job duties, title and responsibility and reporting level, work schedule,
compensation and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective
effect, with or without notice, at any time in the sole discretion of the Company. This “at-will” nature of
Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed,
except in an express writing signed by Executive and a duly authorized member of the Board. If Executive’s employment
terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other
than as provided by this Agreement.


 


(b) Deemed
Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from
all offices and directorships, if any, then held with the Company or any of its affiliates, and, at the Company’s request,
Executive shall execute such documents as are necessary or desirable to effectuate such resignations.


 


4.
Obligations upon Termination of Employment.


 


(a) Executive’s
Obligations. Executive hereby acknowledges and agrees that all Personal Property (as defined below) and equipment furnished
to, or prepared by, Executive in the course of, or incident to, Executive’s employment, belongs to the Company and shall
be promptly returned to the Company upon termination of Executive’s employment (and will not be kept in Executive’s
possession or delivered to anyone else). For purposes of this Agreement, “Personal Property” includes, without
limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies
thereof (including computer files), keys, building card keys, company credit cards, telephone calling cards, computer hardware
and software, laptop computers, docking stations, cellular and portable telephone equipment, personal digital assistant (PDA)
devices and all other proprietary information relating to the business of the Company or its subsidiaries or affiliates. Following
termination, Executive shall not retain any written or other tangible material containing any proprietary information of the Company
or its subsidiaries or affiliates. In addition, Executive shall continue to be subject to the Confidential Information Agreement
(as defined below). The representations and warranties contained herein and Executive’s obligations under this Section 4(a)
and the Assignment of Inventions and shall survive the termination of Executive’s employment and the termination of this
Agreement.


 


(b) Payments
of Accrued Obligations upon Termination of Employment. Upon a termination of Executive’s employment for any
reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within
ten (10) days after the date Executive terminates employment with the Company (or such earlier date as may be required by
applicable law): (i) any portion of Executive’s Base Salary earned through Executive’s termination date not
theretofore paid, (ii) any expenses owed to Executive under Section 2(f) above, (iii) any accrued but unused vacation pay
owed to Executive pursuant to Section 2(e) above, and (iv) any amount arising from Executive’s participation in, or
benefits under, any employee benefit plans, programs or arrangements under Section 2(d) above, which amounts shall be payable
in accordance with the terms and conditions of such employee benefit plans, programs or arrangements.


 






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(c) Severance
Payments upon Covered Termination. If Executive experiences a Covered Termination, and if Executive executes a general release
of all claims against the Company and its affiliates in substantially the form provided by the Company attached hereto as Exhibit
A (the “Release of Claims”) that becomes effective and irrevocable within sixty (60) days, or such shorter
period of time specified by the Company, following such Covered Termination, then, in addition to any accrued obligations payable
under Section 4(b) above, the Company shall provide Executive with the following:


 


(i) Severance.
Executive shall be entitled to receive a lump sum cash payment equal to six (6) months plus one additional month for each full
year of Executive’s service to the Company of Executive’s Base Salary at the rate in effect immediately prior to Executive’s
date of termination. Such payment shall be made, less applicable withholdings, on the first payroll date following the date the
Release of Claims becomes effective and irrevocable. In addition, Executive shall be eligible to receive his annual bonus for
the year in which the Termination Date occurs to the extent earned based on the attainment of applicable performance goals as
determined by the Board in its sole discretion following the end of the calendar year in which the Termination Date occurs, pro-rated
based on the total number of days elapsed in the calendar year as of the Termination Date. If and to the extent earned, such pro-rated
bonus shall be paid out at the same time annual bonuses are paid generally to senior executives of the Company for the relevant
year, less applicable withholdings, but in no event later than March 15th of the year immediately following that in which such
pro-rated bonus is earned.


 


(ii) Continued
Healthcare. The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company
or an affiliate of the Company immediately prior to Executive’s date of termination pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued
healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s
covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination,
for the period commencing on the date of Executive’s Covered Termination through the earlier of (A) the last day of the
sixth (6th) full calendar month plus one additional month for each full year of Executive’s service to the Company
following the date of the Covered Termination and (B) the date Executive and Executive’s covered dependents, if any, become
eligible for healthcare coverage under another employer’s plan(s). Executive agrees to notify the Company immediately if
Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to
the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance
the provisions of COBRA.


 


(iii) Additional
Vesting. The vesting and, if applicable, exercisability shall be accelerated effective as of immediately prior to such
termination date with respect to that number of shares subject to Executive’s then outstanding equity awards that would
have become vested and, if applicable, exercisable during the six (6) month period plus one additional month for each full
year of Executive’s service to the Company following the termination date as if Executive had remained employed by the
Company through such date.


 


(d) No Other Severance. The
provisions of this Section 4 shall supersede in their entirety any severance payment or other arrangement provided by the Company,
including, without limitation, any severance plan/policy of the Company.


 






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(e) No
Requirement to Mitigate; Survival. Executive shall not be required to mitigate the amount of any payment provided for under
this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this Agreement,
the termination of Executive’s employment shall not impair the rights or obligations of any party.


 


(f) Certain
Reductions. The Company shall reduce Executive’s severance benefits under this Agreement, in whole or in part, by
any other severance benefits, pay in lieu of notice, or other similar benefits payable to Executive by the Company in
connection with Executive’s termination, including but not limited to payments or benefits pursuant to (i) any
applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (ii)
any Company policy or practice providing for Executive to remain on the payroll without being in active service for a limited
period of time after being given notice of the termination of Executive’s employment. The benefits provided under this
Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of
Executive’s termination of employment. Such reductions shall be applied on a retroactive basis, with severance benefits
previously paid being recharacterized as payments pursuant to the Company’s statutory obligation.


 


5.
Limitation on Payments.


 


(a)
Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant
to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the
following alternative forms of payment would maximize Executive’s after-tax proceeds: (A) payment in full of the entire
amount of the Payment (a “Full Payment”), or (B) payment of only a part of the Payment so that Executive
receives that largest Payment possible without being subject to the Excise Tax (a “Reduced Payment”),
whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise
Tax (all computed at the highest marginal rate, net of the maximum reduction in federal income taxes which could be obtained
from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater
amount of the Payment, notwithstanding that all or some portion the Payment may be subject to the Excise Tax. Notwithstanding
the above, provided that no securities of the Company are then-publicly traded and subject to Executive waiving
Executive’s right to the Payment that would otherwise trigger the Excise Tax, the Company will use its good faith
efforts to conduct a vote of the Company’s stockholders in accordance with the applicable provisions of Section 280G of
the Code with such vote giving the stockholders the opportunity to approve the amount of such Payment that would otherwise
trigger the Excise Tax in an effort to exempt such Payment from the Excise Tax if possible.


 


(b) If
a Reduced Payment is made pursuant to this Section 5, (i) the Payment shall be paid only to the extent permitted under the Reduced
Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and
(ii) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation
of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and
(4) reduction of other benefits payable to Executive. In the event that acceleration of compensation from Executive’s equity
awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.


 


(c)
All determinations required to be made under this Section 5 shall be made by such adviser as may be selected by the Company, provided,
that the adviser’s determination shall be made based upon “substantial authority” within the meaning of
Section 6662 of the Code. The adviser shall provide its determination, together with detailed supporting calculations and
documentation, to Executive and the Company within fifteen (15) business days following the date of termination of
Executive’s employment, if applicable, or such other time as requested by Executive (provided, that Executive
reasonably believes that any of the Payments may be subject to the Excise Tax) or the Company. All reasonable fees and
expenses of the adviser in reaching such a determination shall be borne solely by the Company.


 






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6.
Successors.


 


(a) Company’s
Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this
Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the
Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the
term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers
the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of
law.


 


(b) Executive’s
Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable
by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees
and legatees.


 


7. Notices.
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the
case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on
file for Executive. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of the General Counsel of the Company.


 


8.
Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement,
Executive and the Company agree that any and all controversies, claims and disputes arising out of or relating to this Agreement,
including without limitation any alleged violation of its terms, shall be resolved solely and exclusively by final and binding
arbitration held in New York County, New York through Judicial Arbitration & Mediation Services (“JAMS”)
in conformity with the then-existing JAMS employment arbitration rules and New York law. The arbitrator shall: (a) provide adequate
discovery for the resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential
findings and conclusions and a statement of the award. The arbitrator shall award the prevailing Party attorneys’ fees and
expert fees, if any. Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages
that would be suffered if the Parties fail to comply with any of the obligations imposed on them under Section 10(a) hereof, and
that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at
law. Any such person shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations,
and if any action shall be brought in equity to enforce any of the provisions of Section 10(a) of this Agreement, none of the
Parties hereto shall raise the defense that there is an adequate remedy at law. Executive and the Company understand that by agreement
to arbitrate any claim pursuant to this Section 8, they will not have the right to have any Claim decided by a jury or a court,
but shall instead have any claim decided through arbitration. Executive and the Company waive any constitutional or other right
to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by applicable
law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative
proceeding.


 






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9. Section
409A. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from
Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date,
(“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to
be in compliance therewith. If the Company determines that any provision of this Agreement would cause Executive to incur any
additional tax or interest under Section 409A (with specificity as to the reason therefor), the Company and Executive shall
take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through
good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, provided that any
such modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is
modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to
the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the
applicable provision without violating the provisions of Section 409A.


 


(a) Separation
from Service. Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject
to Section 409A of the Code shall be payable pursuant to Section 4 above unless Executive’s termination of employment constitutes
a “separation from service” with the Company within the meaning of Section 409A (“Separation from Service”)
and, except as provided under Section 9(b) below, any such amount shall not be paid, or in the case of installments, commence
payment, until the sixtieth (60th) day following Executive’s Separation from Service. Any installment payments that would
have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but
for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service
and the remaining payments shall be made as provided in this Agreement.


 


(b) Specified
Employee. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of his
Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the
extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in
order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s
benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured
from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the first day of
the seventh (7th) month following the date of the Executive’s Separation from Service, all payments deferred pursuant
to this Section 9(b) shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be
paid as otherwise provided herein.


 


(c) Expense
Reimbursements. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of
Section 409A, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than
December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall
not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this
Agreement will not be subject to liquidation or exchange for another benefit.


 


(d) Installments.
For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series
of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct
payment.


 






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10.
Miscellaneous Provisions.


 


(a) Work
Eligibility; Confidentiality Agreement. As a condition of Executive’s employment with the Company, Executive will be
required to provide evidence of Executive’s identity and eligibility for employment in the United States. It is required
that Executive brings the appropriate documentation with Executive at the time of employment. As a further condition of Executive’s
employment with the Company, Executive shall enter into and abide by the Company’s Confidential Information and Proprietary
Invention Assignment Agreement (the “Confidential Information Agreement”).


 


(b) Withholdings
and Offsets. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local
or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely
on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise. If Executive is indebted
to the Company at his termination date, the Company reserves the right to offset any severance payments under this Agreement by
the amount of such indebtedness.


 


(c) Waiver.
No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed
to in writing and signed by Executive and by an authorized director or officer of the Company (other than Executive). No waiver
by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall
be considered a waiver of any other condition or provision or of the same condition or provision at another time.


 


(d) Whole
Agreement. This Agreement and the Confidential Information Agreement (together with any equity award agreement between the
Company and Executive) represent the entire understanding of the Parties hereto with respect to the subject matter hereof and
supersede all prior arrangements and understandings regarding same.


 


(e) Amendment.
This Agreement cannot be amended or modified except by a written agreement signed by Executive and an authorized member of the
Company.


 


(f) Choice
of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of New York.


 


(g) Severability.
The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement
shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority
to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most
accurately represents the intention of the Parties hereto with respect to the invalid or unenforceable term or provision.


 


(h) Interpretation;
Construction. The headings set forth in this Agreement are for convenience of reference only and shall not be used in
interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has
been encouraged to consult with, and has consulted with, Executive’s own independent counsel and tax advisors with
respect to the terms of this Agreement. The Parties hereto acknowledge that each Party hereto and its counsel has reviewed
and revised, or had an opportunity to review and revise, this Agreement, and any rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.


 


(i) Representations;
Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually or
otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that
Executive’s execution and performance of this Agreement will not violate or breach any other agreements between
Executive and any other person or entity and that Executive has not engaged in any act or omission that could be reasonably
expected to result in or lead to an event constituting “Cause” for purposes of this Agreement.


 


(j) Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the
same instrument.


 






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11.
Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:


 


(a) Cause.
 “Cause” means any one or more of the following: (i) Executive’s willful failure substantially to perform
his duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Executive’s commission
of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result
in material injury to the Company; (iii) unauthorized use or disclosure by Executive of any proprietary information or trade secrets
of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of his relationship with the
Company; or (iv) Executive’s willful breach of any of his obligations under any written agreement or covenant with the Company,
including, without limitation, this Agreement or the Confidential Information Agreement. With respect to sub-clauses (i) and (iv)
above, prior to terminating Executive for Cause (i) the Company shall provide written notice of the events and circumstances giving
rise to Cause, (ii) the Executive shall have 30 days to cure and (iii) the Executive must have failed to cure within such 30 day
cure period.


 


(b) Change
in Control. “Change in Control” mean (i) the liquidation, dissolution or winding up of the Company;
(ii) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other
corporate reorganizations, provided that the applicable transaction shall not be deemed a Change in Control unless the
Company’s stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of
the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction (taking into
account only voting power resulting from stock held by such stockholders prior to such transaction); (iii) any transaction or
series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the
Company’s voting power outstanding before such transaction is transferred; or (iv) a sale, conveyance or other
disposition of all or substantially all of the assets of the Company (including without limitation a license of all or
substantially all of the Company’s intellectual property that is either exclusive or otherwise structured in a manner
that constitutes a license of all or substantially all of the assets of the Company); provided that a Change in
Control shall not include (A) a merger or consolidation with a wholly-owned subsidiary of the Company, (B) an initial public
offering of the Company, (C) a transaction effected exclusively for the purpose of changing the domicile or state of
incorporation of the Company or (D) any transaction or series of related transactions principally for bona fide
equity financing purposes in which the Company is the surviving corporation. Notwithstanding the foregoing, a “Change
in Control” must also constitute a “change in control event,” as defined in Treasury Regulation
 §1.409A-3(i)(5)with respect to any compensation or benefit that is subject to Section 409A of the Code.


 


(c) Covered
Termination. “Covered Termination” shall mean the termination of Executive’s employment either (i)
by the Company other than for Cause; or (ii) by Executive for Good Reason.


 


(d) Good
Reason. “Good Reason” means Executive’s resignation from all positions he then holds with the Company
that is effective within one-hundred twenty (120) days after the occurrence, without Executive’s written consent, of any
of the following: (i) a material reduction in Executive’s Base Salary as in effect immediately prior to such reduction (other
than in connection with a general reduction of base salaries applicable to all employees in similar positions not to exceed 10%);
(ii) the relocation of Executive’s primary work location to a facility or a location more than fifty (50) miles from Executive’s
then present location; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive
was entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly
reduced (other than in connection with a general reduction of benefits applicable to all employees in similar positions); or (iv)
the significant reduction of Executive’s duties, authority or responsibilities (taken as a whole), relative to Executive’s
duties, authority or responsibilities as in effect immediately prior to such reduction, provided, that any change made
solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not
provide for Executive’s resignation for Good Reason hereunder. Notwithstanding the foregoing, a resignation shall not constitute
a resignation for “Good Reason” unless the condition giving rise to such resignation continues more than thirty (30)
days following Executive’s written notice of such condition provided to the Company within thirty (30) days of the first
occurrence of such condition, and Executive’s resignation is effective not later than thirty (30) days after the expiration
of such thirty (30) day cure period.


 


(Signature page follows)


 






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IN WITNESS
WHEREOF, each of the Parties has executed this Agreement, in the case of the Company by its duly authorized member, as of the
day and year set forth below.


 


	 	KUBIENT, INC.
	 	 
	 	/s/ Paul Roberts
	 	 
	 	Name: Mr. Paul Roberts
	 	 
	 	Title: Founder and CEO
	 	 
	 	Date: May 26, 2017
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Paul Roberts
	 	 
	 	Name: Mr. Paul Roberts
	 	 
	 	Date: May 26, 2017




 


Signature Page to Employment Agreement








 






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