Exhibit 10.28

    

    
       

        

      OCUPHIRE PHARMA, INC.

        

        October 1, 2018

       

       BERNHARD HOFFMANN

      

      [*]

      

      [*] 

       

      

      Dear Charlie:
      

      

      We are pleased to offer you employment with OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”). 




        The terms of your offer are as follows:

       

      Your initial position with us will be as Vice President of Corporate Development and Finance.  You will report to the Chief Executive Officer of the Company.  Your annualized salary will be
        $144,000, paid in equal monthly installments in accordance with our normal payroll procedures.  Salary will be effective from November 1, 2018.  From October 1, 2018 until the earlier of April 1, 2019 or the closing of an aggregate total of $3.5
        million of financing for the Company, 50% of your compensation will be paid in cash ($6,000 per month) and the remainder will be deferred compensation.  At that time you will receive the total accumulated amount of deferred compensation in cash, an
        option to purchase shares of Ocuphire Pharma, Inc. Common Stock or a combination of cash and share option as determined by the Company’s Board of Directors.  Your salary will paid entirely in cash thereafter.  At the payment of the first month’s
        salary in late November, you will also receive a payment of $11,000, in consideration of services provided from July 1, 2018 to October 31, 2018.

       

      In addition to shares granted to you prior to the date of this letter agreement, which will continue to vest according to their original schedule, you will be granted an option to purchase 40,575
        shares of Ocuphire Pharma, Inc. Common Stock at an exercise price of $0.95 per share under the Ocuphire Pharma, Inc., 2018 Equity Incentive Plan.  The option will vest as of October 1, 2018 with respect to 16,875 shares, and will vest at the end of
        each month in twelve equal monthly installments from October 2018 through September 2019 with respect to the remaining shares, as long as you remain employed by, or are providing services to, the Company.  Notwithstanding any provisions to the
        contrary in Paragraph 7 or 8 of the Option Agreement under the 2018 Plan, you may exercise the option with respect to vested shares at any time until April 8, 2028.  See the Stock Option Grant Notice, Option Agreement and Ocuphire Pharma, Inc. 2018
        Equity Incentive Plan in the form attached hereto as EXHIBIT A.

       

      During your employment, you will be allowed to participate in the benefit programs and arrangements that we make available to our employees, including medical/dental/vision, paid vacation and sick
        leave, contributory and non-contributory welfare and benefit plans, disability plans, death benefit and life insurance plans for which you are eligible under the terms of those plans.

       

      During your employment, you will be eligible to participate in any bonus program established by the Company and for which you would be eligible.

       

      During your employment, you will be entitled to reimbursement for expenses reasonably incurred in performing the duties in accordance with Company policy.

       

      Your employment will be subject to the terms of the Company’s employee handbook (as amended from time to time), which will supplement this letter agreement and is expressly incorporated by
        reference into this letter agreement.  In addition, your job duties, title, responsibility and reporting level, compensation and benefits, as well as personnel policies and procedures, are subject to change.

       

      Your employment is effective October 1, 2018.  By signing this letter agreement, you acknowledge and agree that your employment with the Company is “at will,” meaning that either you or the Company
        are entitled to terminate your employment at any time for any reason, with or without cause.  Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the
        “at will” nature of your employment may only be changed in an express writing signed by you and the Board of Directors of the Company.  This letter agreement may be superseded at a future time by a subsequent employment or consulting agreement
        between you and the Company as circumstances warrant.

       

      
        
          


      

      
      You are required, as a condition to your employment with the Company, to sign the Company’s standard Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement in the
        form attached hereto as EXHIBIT B.

       

      This letter agreement and its attachments contain all of the terms of your employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between you
        and the Company.

       

      This letter agreement may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company.  The terms of this letter agreement shall be
        governed by and construed in accordance with the internal laws of the State of Michigan, without regard to its principles of conflicts of laws.  By signing this letter agreement you irrevocably submit to the exclusive jurisdiction of the state and
        federal courts of the State of Michigan for the purpose of any suit, action, proceeding or judgment relating to or arising out of this letter agreement and the transactions contemplated hereby.  BY SIGNING THIS LETTER AGREEMENT YOU ALSO WAIVE ANY
        RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS LETTER AGREEMENT AND REPRESENT THAT COUNSEL HAS BEEN CONSUL IED SPECIFICALLY AS TO THIS WAIVER.

       

      We hope that you find the foregoing terms acceptable.  You may indicate your agreement with these terms and accept this offer by signing and dating duplicate original copies of this letter
        agreement and the enclosed Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement and returning them to me.  As required by law, your employment with the Company is also contingent upon you providing legal proof of
        your identity and authorization to work in the United States.

       

      	 	
              Sincerely,

            
	 	 
	 	
              /s/ Mina Patel Sooch

            	 
	 	 
	 	
              Mina Patel Sooch, CEO and President

            


       

      

      
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      ACKNOWLEDGEMENT AND ACCEPTANCE

       

      I have read and accept this employment offer.  By signing this letter agreement, I represent and warrant to the Company that I am under no contractual commitments inconsistent with my obligations
        to the Company.  Further, in consideration of my employment, I agree that, unless a shorter period of limitations applies, any claim, suit, action or other proceeding arising out of my employment or the termination of my employment, including but
        not limited to claims arising under state or federal civil rights statutes, must be brought or asserted by me within six (6) months of the event giving rise to the claim or be forever barred.  I expressly waive any longer statute or other period of
        limitations to the contrary.

       

      	
              /s/ Bernhard Hoffmann

            	 	
              Dated:  

            	11/29/2018	 
	
              Bernhard Hoffman

            	 	 	 


      

      

      

      

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