Exhibit 10.9


 


KUBIENT, INC.

EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the "Agreement") is made and entered into by and between Josh Weiss ("Executive")
and Kubient, Inc. (the "Company") (together
referred to herein as the "Parties"), dated as of
December 23, 2019 and effective as of the Effective Date (as defined below).


 


RECITALS


 


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 December 23, 2019 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)        
Term. The term of employment pursuant to this Agreement shall commence on December 23, 2019 and will continue until
terminated as provided in Sections 3 and 4 herein (the "Term").


 


(c)         
Position and Duties. Effective on the Effective Date, Executive: (i) shall serve as the Chief Financial Officer
for 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.


 






    


     


    

 


(d)         
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.


 


(e)         
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; 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.


 


2.       Compensation
and Related Matters


 


(a)            
Base Salary. During the Initial Period (as defined below), Executive's annual base salary (the "Base
Salary") will be $150,000 per annum, less payroll deductions and all required withholdings, payable in accordance
with the Company's normal payroll practices. Beginning on the date immediately following the expiration of the Initial Employment
Period, Base Salary shall be automatically increased to $275,000 per annum, less payroll deductions and all required withholdings,
payable in accordance with the Company's normal payroll practices, but in no event less frequently than monthly. 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. The term "Initial Employment Period" shall mean
the period commencing on the Effective Date and ending on the earlier of (i) the date which is 90 days following the Effective
Date or (ii) the date of an initial public offering of the Company.


 


(b)            
Bonus. Commencing fiscal year 2020, 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"). For the avoidance of doubt, for fiscal year 2020, Executive's target annual performance bonus shall be
calculated based on Executive's Base Salary immediately following the Initial Employment Period. 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.


 






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(c)       Equity
Awards. The Company will take appropriate action that is effective 90 days following the commencement of Executive's employment
with the Company to make an award of 20,000 shares of its common stock to the Executive and upon the first day of employment,
Executive shall be awarded options to purchase 150,000 shares of the Company's common stock (the "Options"),
exercisable at a price of $3.75 per share, pursuant to the terms, conditions and vesting schedule
set forth in the Non-Qualified Option Agreement attached hereto as Exhibit A (together, the "Stock Awards").
This Agreement and the issuance of the Stock Awards is made by the Company in reliance upon the express representations and warranties
of Executive, which by acceptance hereof, Executive confirms that:


 


(i)         
the Stock Awards and the shares of common stock issuable upon exercise of the option granted to the Executive (collectively,
the "Securities") are being acquired by Executive for his own account, for investment purposes, and not with
a view to, or for sale in connection with, any distribution of the Securities. It is understood that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Securities Act") by reason of exemption from the
registration provisions of the Securities Act and state securities laws which depend, among other things, upon the bona fide nature
of his representations as expressed herein;


 


(ii)      
the Securities must be held by Executive indefinitely unless they are subsequently registered under the Securities Act and
any applicable state securities laws, or an exemption from such registration is available. The Company is under no obligation to
register the Securities or to make available any such exemption;


 


(iii)    
Executive further represents that Executive has had access to certain financial information of the Company and has had the
opportunity to ask questions of the Company concerning its business, operations and financial condition;


 


(iv)     
Unless and until the Securities are registered under the Securities Act, all certificates representing the Securities and
any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.


 






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(v) Unless
the issuance of the Securities is exempt under Securities Act Rule 701, Executive is an "accredited investor" as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act by reason of one or more of the following:


 


		(A)	Investor is a director or executive officer of the Company.



 


		(B)	Investor has an individual net worth, or joint net worth with spouse, at the time of purchase exceeding
$1,000,000. "Net worth" means the excess of total assets at fair market value, including automobiles and other personal
property, but excluding the primary residence (and including property owned by a spouse other than the primary residence), over
total liabilities. Indebtedness secured by Investor's primary residence should not count as a "liability", except (i)
if such indebtedness exceeds the indebtedness 60 days ago (other than as a result of the acquisition of the primary residence),
then the amount of such excess is included in total liabilities or (ii) to the extent the fair market value of the residence is
less than the amount of such indebtedness, then the amount of such deficiency is included in total liabilities.



 


		(C)	Investor had individual income (excluding spouse) in excess of $200,000
in both 2017 and 2018 and has a reasonable expectation of reaching the same income level in 2019.



 


		(D)	Investor and spouse had joint income in excess of $300,000 in both 2017
and 2018 and have a reasonable expectation of reaching the same income level in 2019.



 


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 Options) 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 thenunvested
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 arc 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
including cell phone bill 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. In addition to the reimburses
expenses listed above, the company agrees to provide a company owned laptop for business related activity.


 


3.       Termination


 


(a)              
Termination without Cause or Good Reason. Either party may terminate the present employment relationship by giving
one month's written notice.


 


(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.


 






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(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; (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.


 


(c)              
Benefits 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 in its sole discretion
(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:


 


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 (i) 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 (ii) 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.


 






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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 been vested and, if applicable, exercisable during
the three month period following the termination date as if Executive had remained employed through such date. Stock options will
remain exercisable for one year following the Termination Date (or, if shorter, through the end of the ten-year option term).


 


(iii)           
Lump Sum Severance Payment. An amount equal to six months of the Base Salary that is in effect at the time of termination
of employment.


 


(iv)           
Bonus. Payment of any Annual Bonus earned in the fiscal year prior to the fiscal year in which the Covered Termination
occurs but that has not yet been paid. In addition, the Annual Bonus that is earned in the year of the Covered Termination will
be paid, pro-rated for the portion of the year that Executive is employed by the Company.


 


(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.


 


(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.


 






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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 he 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.


 






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(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.


 


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.


 






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(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.


 






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(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.


 


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.


 






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(b)              
Change in Control. "Change in Control" means: (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, including the increase in Base Salary following
the Initial Period described in Section 2(a), 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 Employment Agreement as of the day and year set forth below.


 


	 	KUBIENT, INC.
	 	 
	 	By: 	/s/ Paul Roberts
	 	Title: 	Chief Executive Officers
	 	Date: 	December 23, 2019
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	/s/ Josh
Weiss
	 	Josh
Weiss, individually 
	 	Date: December 23, 2019



 






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