(i) Any termination of Executives employment triggering payment of benefits under Section4 must constitute a separation from service under Section409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executives employment does not constitute a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executives employment terminates), any such payments under Section4 that constitute deferred compensation under Section409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) . For purposes of clarification, this Section8(a) shall not cause any forfeiture of benefits on Executives part, but shall only act as a delay until such time as a separation from service occurs.

( i ) Any termination of Executives employment triggering payment of benefits under Section4 must constitute a separation from service under Section409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) before distribution of such benefits can commence . To the extent that the termination of Executives employment does not constitute a separation of service under Section409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) ( as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executives employment terminates ) , any such payments under Section4 that constitute deferred compensation under Section409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) . For purposes of clarification , this Section8 ( a ) shall not cause any forfeiture of benefits on Executives part , but shall only act as a delay until such time as a separation from service occurs .


WHEREAS, the Executive desires to continue to be employed by the Company as President Industry Division and to perform and to serve the Company on the terms and conditions hereinafter set forth.

WHEREAS , the Executive desires to continue to be employed by the Company as President Industry Division and to perform and to serve the Company on the terms and conditions hereinafter set forth .


1.2 Duties. During the Employment Period, the Executive shall serve as President Industry Division of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to Chief Executive Officer. In his position of President Industry Division , the Executive shall perform duties customary for the President Industry Division of a company similar to the Companys size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1 . 2 Duties . During the Employment Period , the Executive shall serve as President Industry Division of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time , and shall report directly to Chief Executive Officer . In his position of President Industry Division , the Executive shall perform duties customary for the President Industry Division of a company similar to the Companys size and nature , plus such additional duties , consistent with the foregoing , as the Chief Executive Officer or his designee may reasonably assign .


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives Termination Date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c)the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives Termination Date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company to its customers and as such services may be improved and / or modified or ( c ) the products and / or services the Company develops , designs , manufactures , markets , produces or supplies in the future to its customers . In the case of each of ( a ) , ( b ) and ( c ) above , such businesses shall include , but not be limited to , businesses that are associated with the treatment of intake water , process water or waste-water in industrial and municipal end markets through the provision of services and / or products . For the avoidance of doubt , Restricted Enterprise shall include , but not


EX-10.28 3 adg_ex1028.htm EMPLOYMENT AGREEMENT , DATED OCTOBER 11, 2017, BETWEEN THE COMPANY AND JOHN LIATOS

EX-10 . 28 3 adg_ex1028 . htm EMPLOYMENT AGREEMENT , DATED OCTOBER 11 , 2017 , BETWEEN THE COMPANY AND JOHN LIATOS


This EMPLOYMENT AGREEMENT (this Agreement), dated as of October 11, 2017 is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC. , a Delaware corporation (the Company) and John Liatos (the Employee).

This EMPLOYMENT AGREEMENT ( this Agreement ) , dated as of October 11 , 2017 is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS , INC . , a Delaware corporation ( the Company ) and John Liatos ( the Employee ) .


WHEREAS, the Company desires to employ the Employee as its Chief Financial Officer and the Employee desires to accept such employment, on the terms and conditions set forth in this Agreement; and

WHEREAS , the Company desires to employ the Employee as its Chief Financial Officer and the Employee desires to accept such employment , on the terms and conditions set forth in this Agreement ; and


Section 2.1. Title. The Company shall employ the Employee to render exclusive and full-time services to the Company. The Employee shall serve in the capacity of Chief Financial Officer .

Section 2 . 1 . Title . The Company shall employ the Employee to render exclusive and full-time services to the Company . The Employee shall serve in the capacity of Chief Financial Officer .


(a) Base Salary. During the Term, the Company shall pay the Employee a base salary (the Base Salary) at the annualized rate of $275,000 , which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance with the Companys customary payroll practices in place from time to time. The Employees Base Salary and title shall be subject to, on an annual basis beginning in January 2018, periodic review and adjustments as the Board and/or the Compensation Committee of the Board (the Compensation Committee) shall in its/their discretion deem appropriate.

( a ) Base Salary . During the Term , the Company shall pay the Employee a base salary ( the Base Salary ) at the annualized rate of $ 275 , 000 , which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance with the Companys customary payroll practices in place from time to time . The Employees Base Salary and title shall be subject to , on an annual basis beginning in January 2018 , periodic review and adjustments as the Board and / or the Compensation Committee of the Board ( the Compensation Committee ) shall in its / their discretion deem appropriate .


(b) Annual Bonus. For each calendar year ending during the Term (beginning with the calendar year ending December 31, 2017 ), the Employee shall be eligible to receive an annual bonus (the Annual Bonus) with a target amount of up to thirty five percent ( 35% ) of the Base Salary earned by the Employee for such calendar year (the Target Annual Bonus). Notwithstanding the foregoing, for calendar year 2017, the Employee will be eligible to receive an Annual Bonus, pro-rated for the period between the Start Date and December 31, 2017 . The actual amount of each Annual Bonus will be based upon the level of achievement of the Companys corporate objectives and the Employees individual objectives, in each case, as established by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives) for the calendar year with respect to which such Annual Bonus relates. The determination of the level of achievement of the corporate objectives and the Employees individual performance objectives for a year shall be made by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives), in its reasonable discretion. Each Annual Bonus for a calendar year, to the extent earned, will be paid in a lump sum in the following calendar year, within the first 75 days of such following year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly, in order for the Employee to receive an Annual Bonus, the Employee must be actively employed by the Company at the time of such payment.

( b ) Annual Bonus . For each calendar year ending during the Term ( beginning with the calendar year ending December 31 , 2017 ) , the Employee shall be eligible to receive an annual bonus ( the Annual Bonus ) with a target amount of up to thirty five percent ( 35 % ) of the Base Salary earned by the Employee for such calendar year ( the Target Annual Bonus ) . Notwithstanding the foregoing , for calendar year 2017 , the Employee will be eligible to receive an Annual Bonus , pro-rated for the period between the Start Date and December 31 , 2017 . The actual amount of each Annual Bonus will be based upon the level of achievement of the Companys corporate objectives and the Employees individual objectives , in each case , as established by the Board or the Compensation Committee ( taking into account the input of the CEO with respect to the establishment of the Employees individual objectives ) for the calendar year with respect to which such Annual Bonus relates . The determination of the level of achievement of the corporate objectives and the Employees individual performance objectives for a year shall be made by the Board or the Compensation Committee ( taking into account the input of the CEO with respect to the establishment of the Employees individual objectives ) , in its reasonable discretion . Each Annual Bonus for a calendar year , to the extent earned , will be paid in a lump sum in the following calendar year , within the first 75 days of such following year . The Annual Bonus shall not be deemed earned until the date that it is paid . Accordingly , in order for the Employee to receive an Annual Bonus , the Employee must be actively employed by the Company at the time of such payment .


(c) Equity Compensation. Subject to the terms of the Companys 2016 Equity Incentive Plan (the Plan) and approval of the Board or Compensation Committee, at the next regular meeting of the Board or the Compensation Committee on or following the Start Date, the Employee will be granted options to purchase up to 120,000 shares of the Companys common stock, subject to shareholder approval of an increase in the number of shares available under the Plan, on the terms and conditions determined by the Board or the Compensation Committee, with an exercise price of $5.00 per share (provided that the Board or the Compensation Committee determines that such exercise price represents no less than fair market value per share on the date of grant in accordance with the Plan). The shares subject to the option shall vest in three (3) equal annual installments, beginning on the first anniversary of the date of grant, and continuing on each of the second and third anniversaries, provided that the Employee remains employed by or remains a service provider to, the Company through each applicable vesting date. During the Term, subject to the terms and conditions established within the Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Employee also shall be eligible to receive from time to time stock options, stock unit awards, performance shares, performance units, incentive bonus awards, other cash-based awards and/or other stock-based awards (as permitted by the Plan), in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. Notwithstanding anything in the Plan to the contrary, if (i) the Termination Date occurs at least six (6) months after the Start Date and (ii) the Employee is terminated without Cause (as defined in Section 4.1(b)) or resigns with Good Reason (as defined in Section 4.1(c)) within twenty-four (24) months following a Change in Control (as defined in Section 5.19), in lieu of the application of Section 4.1(d)(ii), the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and all of the Employees outstanding vested stock options shall remain exercisable for a period of six (6) months, measured from the Termination Date (but in no event later than the expiration date of their term); provided, however, that in the event stock options under the Plan are cancelled or otherwise terminated pursuant to the Plan in connection with such Change in Control, the Employees stock options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c) shall be deemed an amendment to each award agreement entered into by the Employee evidencing a grant of stock options, whether entered into prior to the Start Date or during the Term (but, in no event shall this Section 3.1(c) be deemed an amendment to any award agreement entered into after expiration of the Term).

( c ) Equity Compensation . Subject to the terms of the Companys 2016 Equity Incentive Plan ( the Plan ) and approval of the Board or Compensation Committee , at the next regular meeting of the Board or the Compensation Committee on or following the Start Date , the Employee will be granted options to purchase up to 120 , 000 shares of the Companys common stock , subject to shareholder approval of an increase in the number of shares available under the Plan , on the terms and conditions determined by the Board or the Compensation Committee , with an exercise price of $ 5 . 00 per share ( provided that the Board or the Compensation Committee determines that such exercise price represents no less than fair market value per share on the date of grant in accordance with the Plan ) . The shares subject to the option shall vest in three ( 3 ) equal annual installments , beginning on the first anniversary of the date of grant , and continuing on each of the second and third anniversaries , provided that the Employee remains employed by or remains a service provider to , the Company through each applicable vesting date . During the Term , subject to the terms and conditions established within the Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements , the Employee also shall be eligible to receive from time to time stock options , stock unit awards , performance shares , performance units , incentive bonus awards , other cash-based awards and / or other stock-based awards ( as permitted by the Plan ) , in amounts , if any , to be approved by the Board or the Compensation Committee in its discretion . Notwithstanding anything in the Plan to the contrary , if ( i ) the Termination Date occurs at least six ( 6 ) months after the Start Date and ( ii ) the Employee is terminated without Cause ( as defined in Section 4 . 1 ( b ) ) or resigns with Good Reason ( as defined in Section 4 . 1 ( c ) ) within twenty-four ( 24 ) months following a Change in Control ( as defined in Section 5 . 19 ) , in lieu of the application of Section 4 . 1 ( d ) ( ii ) , the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and all of the Employees outstanding vested stock options shall remain exercisable for a period of six ( 6 ) months , measured from the Termination Date ( but in no event later than the expiration date of their term ) ; provided , however , that in the event stock options under the Plan are cancelled or otherwise terminated pursuant to the Plan in connection with such Change in Control , the Employees stock options may be cancelled or otherwise terminated , as applicable , on terms no less favorable than those provided to other similarly situated option holders . This Section 3 . 1 ( c ) shall be deemed an amendment to each award agreement entered into by the Employee evidencing a grant of stock options , whether entered into prior to the Start Date or during the Term ( but , in no event shall this Section 3 . 1 ( c ) be deemed an amendment to any award agreement entered into after expiration of the Term ) .


(B) if the Employee then participates in the Companys medical and/or dental plans and the Employee timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ), then the Company shall reimburse the Employee for the healthcare continuation payments under COBRA actually made by the Employee for the coverage period beginning on the day following the Termination Date and ending on the earlier of: (A) the three (3) month anniversary of the Termination Date; and (B) the date the Employee becomes eligible to obtain alternate healthcare coverage from a new employer (the COBRA Assistance). The Employee agrees to immediately inform the Company if he becomes eligible to obtain alternate healthcare coverage from a new employer. The Employee also agrees to remit to the Company on a monthly basis and within thirty (30) days of the date of payment, paid invoices for each such monthly COBRA premium for which he seeks reimbursement pursuant to this Section 4.1(d)(iii)(B) and such reimbursement (to the extent required pursuant to this Section 4.1(d)(iii)(B)) shall be made to the Employee within thirty (30) days following the Employees delivery to the Company of each such invoice. Notwithstanding anything set forth in this Section 4.1(d)(iii)(B), if and to the extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law, the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above or cause a violation of Section 409A (as defined in Section 5.16).

( B ) if the Employee then participates in the Companys medical and / or dental plans and the Employee timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , then the Company shall reimburse the Employee for the healthcare continuation payments under COBRA actually made by the Employee for the coverage period beginning on the day following the Termination Date and ending on the earlier of : ( A ) the three ( 3 ) month anniversary of the Termination Date ; and ( B ) the date the Employee becomes eligible to obtain alternate healthcare coverage from a new employer ( the COBRA Assistance ) . The Employee agrees to immediately inform the Company if he becomes eligible to obtain alternate healthcare coverage from a new employer . The Employee also agrees to remit to the Company on a monthly basis and within thirty ( 30 ) days of the date of payment , paid invoices for each such monthly COBRA premium for which he seeks reimbursement pursuant to this Section 4 . 1 ( d ) ( iii ) ( B ) and such reimbursement ( to the extent required pursuant to this Section 4 . 1 ( d ) ( iii ) ( B ) ) shall be made to the Employee within thirty ( 30 ) days following the Employees delivery to the Company of each such invoice . Notwithstanding anything set forth in this Section 4 . 1 ( d ) ( iii ) ( B ) , if and to the extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law , the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above or cause a violation of Section 409A ( as defined in Section 5 . 16 ) .


Section 4.5. Post-Termination Breach. Notwithstanding anything to the contrary contained in this Agreement, the Companys obligations to provide the Severance Payments and the COBRA Assistance will immediately cease if the Employee breaches any of the provisions of the Covenants Agreement, the Release Agreement or any other agreement the Employee has with the Company.

Section 4 . 5 . Post-Termination Breach . Notwithstanding anything to the contrary contained in this Agreement , the Companys obligations to provide the Severance Payments and the COBRA Assistance will immediately cease if the Employee breaches any of the provisions of the Covenants Agreement , the Release Agreement or any other agreement the Employee has with the Company .


Section 5.6. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey , without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employees employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of New Jersey and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

Section 5 . 6 . Governing Law ; Jurisdiction . This Agreement shall be governed by , and construed in accordance with , the laws of the State of New Jersey , without regard to principles of conflicts of law . Any and all actions arising out of this Agreement or Employees employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of New Jersey and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts . THE COMPANY AND THE EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER .


/s/ John Liatos _______________


This Employment Agreement (the Agreement) is made as of October18, 2017 , between Allena Pharmaceuticals, Inc. (the Company), and Alexey Margolin , Ph.D. (the Executive). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of the Company pursuant to an effective registration statement under the Securities Act of 1933 , as amended (the Effective Date). This Agreement supersedes, amends and restates in all respects any other employment agreements and offer letters between Executive and the Company, including without limitation the Employment agreement between Executive and the Company dated June19, 2014 , as amended effective July1, 2016 and June30, 2017 (collectively, the Superseded Employment Agreement s), except for the Restrictive Covenant Obligations, as defined in Section8, and (i)those certain Incentive Stock Option Agreements Granted Under 2011 Stock Incentive Plan dated as of March5, 2014;May15, 2014;December16, 2014, and March10, 2016; (ii)the Amended and Restated Restricted Stock Agreement dated September9, 2011; and (iii)the Restricted Stock Agreement Granted Under 2011 Stock Incentive Plan dated October1, 2012, each of which remain in effect.

This Employment Agreement ( the Agreement ) is made as of October18 , 2017 , between Allena Pharmaceuticals , Inc . ( the Company ) , and Alexey Margolin , Ph . D . ( the Executive ) . This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of the Company pursuant to an effective registration statement under the Securities Act of 1933 , as amended ( the Effective Date ) . This Agreement supersedes , amends and restates in all respects any other employment agreements and offer letters between Executive and the Company , including without limitation the Employment agreement between Executive and the Company dated June19 , 2014 , as amended effective July1 , 2016 and June30 , 2017 ( collectively , the Superseded Employment Agreement s ) , except for the Restrictive Covenant Obligations , as defined in Section8 , and ( i ) those certain Incentive Stock Option Agreements Granted Under 2011 Stock Incentive Plan dated as of March5 , 2014 ; May15 , 2014 ; December16 , 2014 , and March10 , 2016 ; ( ii ) the Amended and Restated Restricted Stock Agreement dated September9 , 2011 ; and ( iii ) the Restricted Stock Agreement Granted Under 2011 Stock Incentive Plan dated October1 , 2012 , each of which remain in effect .


(a) Base salary. The Executives initial annual base salary rate shall be $513,200 . The Executives base salary rate shall be subject to increase by the Board or the compensation Committee of the Board (the compensation Committee) from time to time and shall not be subject to diminution except as provided in Section3(e)(i). The annual base salary in effect at any given time is referred to herein as Base salary. The Base salary shall be payable in a manner that is consistent with the Companys usual payroll practices for executives.

( a ) Base salary . The Executives initial annual base salary rate shall be $ 513 , 200 . The Executives base salary rate shall be subject to increase by the Board or the compensation Committee of the Board ( the compensation Committee ) from time to time and shall not be subject to diminution except as provided in Section3 ( e ) ( i ) . The annual base salary in effect at any given time is referred to herein as Base salary . The Base salary shall be payable in a manner that is consistent with the Companys usual payroll practices for executives .


(c) Termination by the Company for Cause. The Company may terminate the Executives employment hereunder for Cause. For purposes of this Agreement, Cause shall mean: (i)conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executives duties, including, without limitation, unlawful harassment or misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii)the commission by the Executive of (A)any felony; or (B)a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii)any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or its affiliates if the Executive were retained in the Executives position; (iv)continued non- performance by the Executive of substantially all of the Executives responsibilities hereunder (other than by reason of the Executives physical or mental illness, incapacity or disability) that has continued for more than 30 days following written notice of such non-performance from the Board; or (v)a breach by the Executive of Section8 or of any other Restrictive Covenant Obligation. In the event of a breach or violation of subsections (iv)or (v), if the breach or violation is curable as determined by the Board (which determination shall be conclusive), the Executive shall have no more than 30 days to cure such violation after written notice of such breach or violation by the Board (the Cause Cure Period,) provided that Executive shall not be entitled to more than one Cause Cure Period in any 12-month period .

( c ) Termination by the Company for Cause . The Company may terminate the Executives employment hereunder for Cause . For purposes of this Agreement , Cause shall mean : ( i ) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executives duties , including , without limitation , unlawful harassment or misappropriation of funds or property of the Company or any of its affiliates other than the occasional , customary and de minimis use of Company property for personal purposes ; ( ii ) the commission by the Executive of ( A ) any felony ; or ( B ) a misdemeanor involving moral turpitude , deceit , dishonesty or fraud ; ( iii ) any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or its affiliates if the Executive were retained in the Executives position ; ( iv ) continued non - performance by the Executive of substantially all of the Executives responsibilities hereunder ( other than by reason of the Executives physical or mental illness , incapacity or disability ) that has continued for more than 30 days following written notice of such non-performance from the Board ; or ( v ) a breach by the Executive of Section8 or of any other Restrictive Covenant Obligation . In the event of a breach or violation of subsections ( iv ) or ( v ) , if the breach or violation is curable as determined by the Board ( which determination shall be conclusive ) , the Executive shall have no more than 30 days to cure such violation after written notice of such breach or violation by the Board ( the Cause Cure Period , ) provided that Executive shall not be entitled to more than one Cause Cure Period in any 12-month period .


(iii) the consummation of (A)any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d- 3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B)any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

( iii ) the consummation of ( A ) any consolidation or merger of the Company where the stockholders of the Company , immediately prior to the consolidation or merger , would not , immediately after the consolidation or merger , beneficially own ( as such term is defined in Rule 13d - 3 under the Act ) , directly or indirectly , shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger ( or of its ultimate parent corporation , if any ) , or ( B ) any sale or other transfer ( in one transaction or a series of transactions contemplated or arranged by any party as a single plan ) of all or substantially all of the assets of the Company .


9\. Consent to jurisdiction; Jury Waiver. The parties hereby agree that the state and federal courts of Massachusetts shall be the exclusive jurisdiction and exclusive venue for any such court action. Accordingly, with respect to any such court action, the Executive submits to the exclusive personal jurisdiction of such courts. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUCH COURT ACTION.

9 \ . Consent to jurisdiction ; Jury Waiver . The parties hereby agree that the state and federal courts of Massachusetts shall be the exclusive jurisdiction and exclusive venue for any such court action . Accordingly , with respect to any such court action , the Executive submits to the exclusive personal jurisdiction of such courts . THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUCH COURT ACTION .


/s/ Edward Wholihan | | Edward Wholihan Its: | | Chief Financial Officer EXECUTIVE: /s/ Alexey Margolin Alexey Margolin , Ph.D.

/ s / Edward Wholihan | | Edward Wholihan Its : | | Chief Financial Officer EXECUTIVE : / s / Alexey Margolin Alexey Margolin , Ph . D .


(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts ), and the Company and the Employee each consents to the jurisdiction of such a court. THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION. SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY.

( h ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts ( without reference to the conflicts of laws provisions thereof ) . Any action , suit , or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts ( or , if appropriate , a federal court located within Massachusetts ) , and the Company and the Employee each consents to the jurisdiction of such a court . THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION . SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY .


| | | | | | ---|---|---|---|---|---|--- | | | | Allena Pharmaceuticals, Inc. | | | Date: September 8, 2011 | | | | By: | |


This Agreement is made between Allena Pharmaceuticals, Inc. , a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the Company), and Alexey Margolin (the Employee).

This Agreement is made between Allena Pharmaceuticals , Inc . , a Delaware corporation ( hereinafter referred to collectively with its subsidiaries as the Company ) , and Alexey Margolin ( the Employee ) .


(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts ), and the Company and the Employee each consents to the jurisdiction of such a court. THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY.

( i ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts ( without reference to the conflicts of laws provisions thereof ) . Any action , suit , or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts ( or , if appropriate , a federal court located within Massachusetts ) , and the Company and the Employee each consents to the jurisdiction of such a court . THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION , SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY .


1.2 Duties. During the Term, Executive shall be employed by the Company as Vice President , Manufacturing of the Company , and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive , managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors (the Board) of the Company. Executive shall report to the Chief Executive Officer (the CEO) of the Company. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executives employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company.

1 . 2 Duties . During the Term , Executive shall be employed by the Company as Vice President , Manufacturing of the Company , and , as such , Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive , managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors ( the Board ) of the Company . Executive shall report to the Chief Executive Officer ( the CEO ) of the Company . Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder , except that Executive may devote reasonable time and attention to civic , charitable , business or social activities so long as such activities do not interfere with Executives employment duties . Executive shall comply with the policies , standards , and regulations established from time to time by the Company .


4.1 Annual salary. During the Term, the Company shall pay Executive a base salary at the rate of $350,350 per annum, in accordance with the customary payroll practices of the Company applicable to senior executive s, but not less frequently than monthly. The compensation Committee (the compensation Committee) of the Board shall review Executives base salary during the Term and may increase such amount as it may deem advisable (such salary, as the same may be increased, the Annual salary). The Annual salary shall be prorated for any partial calendar year during the Term.

4 . 1 Annual salary . During the Term , the Company shall pay Executive a base salary at the rate of $ 350 , 350 per annum , in accordance with the customary payroll practices of the Company applicable to senior executive s , but not less frequently than monthly . The compensation Committee ( the compensation Committee ) of the Board shall review Executives base salary during the Term and may increase such amount as it may deem advisable ( such salary , as the same may be increased , the Annual salary ) . The Annual salary shall be prorated for any partial calendar year during the Term .


a.Annual Bonus compensation. During the Term, Executive shall be eligible to receive an annual bonus (the Annual Bonus) pursuant to the terms and conditions of the Companys annual incentive plan for executive officers (or any successor thereto). Based upon attainment of performance goals predetermined by the compensation Committee, Executive shall be entitled to an Annual Bonus payment at a target level of 50% of Executives Annual salary . The compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable (such target annual bonus, as the same may be increased, the Target Annual Bonus).

a . Annual Bonus compensation . During the Term , Executive shall be eligible to receive an annual bonus ( the Annual Bonus ) pursuant to the terms and conditions of the Companys annual incentive plan for executive officers ( or any successor thereto ) . Based upon attainment of performance goals predetermined by the compensation Committee , Executive shall be entitled to an Annual Bonus payment at a target level of 50 % of Executives Annual salary . The compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable ( such target annual bonus , as the same may be increased , the Target Annual Bonus ) .


a material reduction of Executives Annual salary or Target Annual Bonus opportunity (except for across-the-board annual base salary or annual target bonus opportunity reductions affecting all senior executive s of the Company); | ---|--- ii.

a material reduction of Executives Annual salary or Target Annual Bonus opportunity ( except for across-the-board annual base salary or annual target bonus opportunity reductions affecting all senior executive s of the Company ) ; | - - - | - - - ii .


the Incumbent Directors cease for any reason to constitute at least 60% of the Board; | ---|--- iii.

the Incumbent Directors cease for any reason to constitute at least 60 % of the Board ; | - - - | - - - iii .


Renewable Energy Group, Inc.


This Employee Non-Competition and Confidentiality Agreement (this Agreement) is made between RENEWABLE ENERGY GROUP, INC., a Delaware corporation (the Employer), and Brad Albin (Employee).

This Employee Non-Competition and Confidentiality Agreement ( this Agreement ) is made between RENEWABLE ENERGY GROUP , INC . , a Delaware corporation ( the Employer ) , and Brad Albin ( Employee ) .


(i)During the Employment Period, Executive shall serve as the Chief Financial Officer of the Employer and shall have the normal duties, responsibilities and authority implied by such position and such other duties and responsibilities as are assigned by the Chief Executive Officer and/or his or her designee.

( i ) During the Employment Period , Executive shall serve as the Chief Financial Officer of the Employer and shall have the normal duties , responsibilities and authority implied by such position and such other duties and responsibilities as are assigned by the Chief Executive Officer and / or his or her designee .


(i)Salary. During the Employment Period, the Employer will pay Executive a base salary of $265,000 per annum (the Base salary). The Board may review the Base salary of Executive and may adjust the Base salary by such amount as the Board, in its sole discretion, shall deem appropriate. The term Base salary as used in this Agreement shall refer to the Base salary as it may be so adjusted.

( i ) Salary . During the Employment Period , the Employer will pay Executive a base salary of $ 265 , 000 per annum ( the Base salary ) . The Board may review the Base salary of Executive and may adjust the Base salary by such amount as the Board , in its sole discretion , shall deem appropriate . The term Base salary as used in this Agreement shall refer to the Base salary as it may be so adjusted .


twenty-four (24) months after such Separation (and with the first payment to include the first two monthly installments); provided, that if Executives employment with the Employer and its Affiliates is terminated by the Employer without Cause or by Executive for Good Reason prior to the one (1) year of the anniversary of the Effective Date, Executive shall only be entitled to Base salary continuation pursuant to Section 1(d)(i)(1) (A) for one (1) year after such termination;

twenty-four ( 24 ) months after such Separation ( and with the first payment to include the first two monthly installments ) ; provided , that if Executives employment with the Employer and its Affiliates is terminated by the Employer without Cause or by Executive for Good Reason prior to the one ( 1 ) year of the anniversary of the Effective Date , Executive shall only be entitled to Base salary continuation pursuant to Section 1 ( d ) ( i ) ( 1 ) ( A ) for one ( 1 ) year after such termination ;


(a)Non-Competition. Executive shall not, while Executive is employed by the Employer and for two (2) years after the date of any Separation (the Restricted Period), directly or indirectly, engage, without the prior express written consent of the Board, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, director, stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, service or Person, if such business, activity, service or Person competes with the Business or could reasonably be assumed to subsequently provide products or services which would compete with the Business. In addition, Executive shall not, during the Restricted Period, assist, help or otherwise support, without the prior express written consent of the Employer, any Person, business or other activity, whether as an employee, consultant, partner, principal, agent, representative, director, stockholder or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if such business or activity competes (or is reasonably likely to compete (as determined by the Board in its sole discretion)) with the Business. Notwithstanding the foregoing, Executive shall not be prohibited during the Restricted Period from being a passive investor where Executive owns not more than five percent (5%) of the outstanding capital stock of any publicly-held company.

( a ) Non-Competition . Executive shall not , while Executive is employed by the Employer and for two ( 2 ) years after the date of any Separation ( the Restricted Period ) , directly or indirectly , engage , without the prior express written consent of the Board , in any business or activity , whether as an employee , consultant , partner , principal , agent , representative , director , stockholder or in any other individual , corporate or representative capacity , or render any services or provide any advice to any business , activity , service or Person , if such business , activity , service or Person competes with the Business or could reasonably be assumed to subsequently provide products or services which would compete with the Business . In addition , Executive shall not , during the Restricted Period , assist , help or otherwise support , without the prior express written consent of the Employer , any Person , business or other activity , whether as an employee , consultant , partner , principal , agent , representative , director , stockholder or in any other individual , corporate or representative capacity , to create , commence or otherwise initiate , or to develop , enhance or otherwise further , any business or activity if such business or activity competes ( or is reasonably likely to compete ( as determined by the Board in its sole discretion ) ) with the Business . Notwithstanding the foregoing , Executive shall not be prohibited during the Restricted Period from being a passive investor where Executive owns not more than five percent ( 5 % ) of the outstanding capital stock of any publicly-held company .


/s/ Diane D. Reed


THIS FOUNDER EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 10th day of October, 2017 , to take effect October 1st, 2017 (the "Effective Date"), by and between InVESTVIEW INC . a Nevada corporation (the "Employer"), and Ryan Smith (the "Founder").

THIS FOUNDER EMPLOYMENT AGREEMENT ( this " Agreement " ) is entered into this 10th day of October , 2017 , to take effect October 1st , 2017 ( the " Effective Date " ) , by and between InVESTVIEW INC . a Nevada corporation ( the " Employer " ) , and Ryan Smith ( the " Founder " ) .


1.3Duties. During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Chief Executive Officer . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority. The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer's bylaws. The Employer shall direct, control, and supervise the duties and work of the Founder.

1 . 3Duties . During the term of this Agreement , the Founder shall be employed by the Employer and shall serve as Chief Executive Officer . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority . The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer ' s bylaws . The Employer shall direct , control , and supervise the duties and work of the Founder .


(ii)the sale, exchange, or other disposition to a single person or group of persons under common control in one transaction or series of related transactions resulting in such person or persons owning, directly or indirectly, greater than twenty-five percent (25%) of the combined voting power of the outstanding shares of the Employer's common stock;

( ii ) the sale , exchange , or other disposition to a single person or group of persons under common control in one transaction or series of related transactions resulting in such person or persons owning , directly or indirectly , greater than twenty-five percent ( 25 % ) of the combined voting power of the outstanding shares of the Employer ' s common stock ;


| EMPLOYER: ---|--- | Address: | Investview, Inc. 12 South 400 West | | Salt Lake City, UT 84101 | | | By: | ![](tv476913_ex10-24img1.jpg) | Name: | Ryan Smith | Title: | CEO | | | By: | ![](tv476913_ex10-24img2.jpg) | Name: | Annette Raynor | Title: | COO | | Address: | FOUNDER: 1836 West Phillip Street | | Kaysville, UT 84037 | | | By: | ![](tv476913_ex10-24img1.jpg) | Name: | Ryan Smith | Title: | Founder

| EMPLOYER : - - - | - - - | Address : | Investview , Inc . 12 South 400 West | | Salt Lake City , UT 84101 | | | By : | ! [ ] ( tv476913_ex10-24img1 . jpg ) | Name : | Ryan Smith | Title : | CEO | | | By : | ! [ ] ( tv476913_ex10-24img2 . jpg ) | Name : | Annette Raynor | Title : | COO | | Address : | FOUNDER : 1836 West Phillip Street | | Kaysville , UT 84037 | | | By : | ! [ ] ( tv476913_ex10-24img1 . jpg ) | Name : | Ryan Smith | Title : | Founder


This Executive Employment Agreement (this Agreement) is made and entered into this 20th day of October, 2017 (the Effective Date) by and between Spero Therapeutics, Inc. , a Delaware corporation (Company), and Thomas Parr Jr. (Executive).

This Executive Employment Agreement ( this Agreement ) is made and entered into this 20th day of October , 2017 ( the Effective Date ) by and between Spero Therapeutics , Inc . , a Delaware corporation ( Company ) , and Thomas Parr Jr . ( Executive ) .


WHEREAS, Executive is currently employed by Company as its Chief Scientific Officer , pursuant to the terms of that certain offer letter dated April9, 2014 (the Offer Letter);

WHEREAS , Executive is currently employed by Company as its Chief Scientific Officer , pursuant to the terms of that certain offer letter dated April9 , 2014 ( the Offer Letter ) ;


| 3. | compensation. ---|---|--- (a) Base salary. Company shall pay Executive a base salary (the Base salary) at the annual rate of Two Hundred Ninety-Three Thousand One Hundred Sixty-Four Dollars ( $293,164 ) . The Base salary shall be payable in substantially equal periodic installments in accordance with Companys payroll practices as in effect from time to time. Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. The Board or an appropriate committee thereof shall, on an annual basis, review the Base salary, which may be adjusted upward (but not downward) at Companys discretion.

| 3 . | compensation . - - - | - - - | - - - ( a ) Base salary . Company shall pay Executive a base salary ( the Base salary ) at the annual rate of Two Hundred Ninety-Three Thousand One Hundred Sixty-Four Dollars ( $ 293 , 164 ) . The Base salary shall be payable in substantially equal periodic installments in accordance with Companys payroll practices as in effect from time to time . Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates . The Board or an appropriate committee thereof shall , on an annual basis , review the Base salary , which may be adjusted upward ( but not downward ) at Companys discretion .


(iii) Benefits payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ), Company shall continue to provide Executive medical insurance coverage to the same extent that such

( iii ) Benefits payments . Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , Company shall continue to provide Executive medical insurance coverage to the same extent that such


/s/ Thomas Parr Jr.


1.1Term. The Company hereby continues to employ Executive for a term (as the same may be extended, the Term) commencing as of August 15, 2017 and continuing until August 15, 2020 , unless terminated earlier in accordance with the provisions of Section 7. On August 15 , 2020 , the Term shall automatically be extended for successive one-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party of non-renewal in writing, in accordance with Section 12, 90 days prior to the expiration of the initial period or any subsequent renewal period.

1 . 1Term . The Company hereby continues to employ Executive for a term ( as the same may be extended , the Term ) commencing as of August 15 , 2017 and continuing until August 15 , 2020 , unless terminated earlier in accordance with the provisions of Section 7 . On August 15 , 2020 , the Term shall automatically be extended for successive one-year periods in accordance with the terms of this Agreement ( subject to termination as aforesaid ) unless either party notifies the other party of non-renewal in writing , in accordance with Section 12 , 90 days prior to the expiration of the initial period or any subsequent renewal period .


(a)Annual Bonus compensation. During the Term, Executive shall be eligible to receive an annual bonus (the Annual Bonus) pursuant to the terms and conditions of the Companys annual incentive plan for executive officers (or any successor thereto). Based upon attainment of performance goals predetermined by the compensation Committee, Executive shall be entitled to an Annual Bonus payment at a target level of 50% of Executives Annual salary. The compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable (such target annual bonus, as the same may be increased, the Target Annual Bonus).

( a ) Annual Bonus compensation . During the Term , Executive shall be eligible to receive an annual bonus ( the Annual Bonus ) pursuant to the terms and conditions of the Companys annual incentive plan for executive officers ( or any successor thereto ) . Based upon attainment of performance goals predetermined by the compensation Committee , Executive shall be entitled to an Annual Bonus payment at a target level of 50 % of Executives Annual salary . The compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable ( such target annual bonus , as the same may be increased , the Target Annual Bonus ) .


a cash payment equal to 100% of Executives Annual salary, payable in equal installments over a 12-month period in accordance with the Companys usual and customary payroll practices; | ---|--- D.

a cash payment equal to 100 % of Executives Annual salary , payable in equal installments over a 12-month period in accordance with the Companys usual and customary payroll practices ; | - - - | - - - D .


THIS EMPLOYMENT AGREEMENT (the"Agreement")dated asof August 21, 2017 is entered into between Zanderr Therapeutics, Inc. , a Nevada corporation, (the "Company")and Todd S. Caven ("Employee").

THIS EMPLOYMENT AGREEMENT ( the " Agreement " ) dated asof August 21 , 2017 is entered into between Zanderr Therapeutics , Inc . , a Nevada corporation , ( the " Company " ) and Todd S . Caven ( " Employee " ) .


Employee acknowledges that any Stock Paymentsissued pursuant to this Agreement that are not registered pursuant to the Securities Act of 1933 shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 , and shall contain the following restrictive legend:

Employee acknowledges that any Stock Paymentsissued pursuant to this Agreement that are not registered pursuant to the Securities Act of 1933 shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 , and shall contain the following restrictive legend :


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE ACT), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED ( THE ACT ) , OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED , SOLD , ASSIGNED , PLEDGED , TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN


The Company may register any Stock Payment pursuant to the Securities Act of 1933 , but is not obligated to do so pursuant to this Agreement.

The Company may register any Stock Payment pursuant to the Securities Act of 1933 , but is not obligated to do so pursuant to this Agreement .


b. Stock Compensation. Employee acknowledges he has received 500,000 Series M Preferred shares that are fully vested and considered compensation in full for service prior to the execution of this agreement .Employee acknowledges that any Series M Shares issued prior to or pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 , shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 and shall contain the following restrictive legend:

b . Stock Compensation . Employee acknowledges he has received 500 , 000 Series M Preferred shares that are fully vested and considered compensation in full for service prior to the execution of this agreement . Employee acknowledges that any Series M Shares issued prior to or pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 , shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 and shall contain the following restrictive legend :


4.1. Annual Base Salary. Beginning with the Employment Commencement Date and continuing during the Term, the Company shall pay Executive on a salary basis. Executives initial Base Salary will be in the amount of Two Hundred Eighty- Five Thousand_Dollars ( $285,000 ) on an annualized basis. The Company will review the Base Salary approximately annually during the Term to determine, at the discretion of the Company, whether the Base Salary should be adjusted and, if so, the amount of such adjustment and the time at which the adjustment should take effect. The term Base Salary as used in this Agreement shall refer to the Base Salary as in effect from time to time, including any adjustments.

4 . 1 . Annual Base Salary . Beginning with the Employment Commencement Date and continuing during the Term , the Company shall pay Executive on a salary basis . Executives initial Base Salary will be in the amount of Two Hundred Eighty - Five Thousand_Dollars ( $ 285 , 000 ) on an annualized basis . The Company will review the Base Salary approximately annually during the Term to determine , at the discretion of the Company , whether the Base Salary should be adjusted and , if so , the amount of such adjustment and the time at which the adjustment should take effect . The term Base Salary as used in this Agreement shall refer to the Base Salary as in effect from time to time , including any adjustments .


6.11. Separation from Service. Whenever used in this Agreement, the word terminate or termination in connection with Executive's employment shall mean a separation from service of Executive from the Company and its affiliates within the meaning of Section 409A of the Internal Revenue Code of 1986 , as amended (the Code), and Treasury Regulation Section 1.409A-1(h) , and Executive's termination date shall be the date of such separation from service.

6 . 11 . Separation from Service . Whenever used in this Agreement , the word terminate or termination in connection with Executive ' s employment shall mean a separation from service of Executive from the Company and its affiliates within the meaning of Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) , and Treasury Regulation Section 1 . 409A-1 ( h ) , and Executive ' s termination date shall be the date of such separation from service .


By: /s/ Brian Recatto By: /s/ Mark DeVita

By : / s / Brian Recatto By : / s / Mark DeVita


Brian Recatto Mark DeVita


This EMPLOYMENT AGREEMENT (the Agreement) is entered into on October12, 2017 , by and between OPTINOSE US,INC. , a Delaware corporation (the Company), and Keith A. Goldan (Executive).

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into on October12 , 2017 , by and between OPTINOSE US , INC . , a Delaware corporation ( the Company ) , and Keith A . Goldan ( Executive ) .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Financial Officer of OptiNose,Inc . and will report to the Chief Executive Officer of OptiNose ,Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder. Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement, conflict with the business of the Company or violate any provisions of Section8 herein. Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania.

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Financial Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder . Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement , conflict with the business of the Company or violate any provisions of Section8 herein . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


Company or affiliate policy or the restrictive covenants set forth in Section8 of this Agreement or any other applicable restrictive covenants between Executive and the Company or any of its affiliates), (ii)Executives failure to follow the reasonable instructions of the Chief Executive Officer or the Board (other than as a result of total or partial incapacity due to physical or mental illness), which failure, if curable, is not cured within 30 days after notice to Executive specifying in reasonable detail the nature of such breach, or, if cured, recurs within 90 business days, (iii)Executives gross negligence, willful misconduct, fraud, insubordination, acts of dishonesty or conflict of interest relating to the Company or any of its affiliates, or (iv)Executives commission of any misdemeanor which has a material impact on the affairs, business or reputation of the Company or any of its affiliates or Executives indictment for, or plea of nolo contendere to, a crime constituting a felony under the laws of the United States or any state thereof. Upon a termination of Executives employment for Cause, all of Executives rights to compensation and benefits under Sections 3, 4 and 5 of this Agreement or otherwise shall immediately terminate, except that Executive shall be entitled to the Accrued Benefits.

Company or affiliate policy or the restrictive covenants set forth in Section8 of this Agreement or any other applicable restrictive covenants between Executive and the Company or any of its affiliates ) , ( ii ) Executives failure to follow the reasonable instructions of the Chief Executive Officer or the Board ( other than as a result of total or partial incapacity due to physical or mental illness ) , which failure , if curable , is not cured within 30 days after notice to Executive specifying in reasonable detail the nature of such breach , or , if cured , recurs within 90 business days , ( iii ) Executives gross negligence , willful misconduct , fraud , insubordination , acts of dishonesty or conflict of interest relating to the Company or any of its affiliates , or ( iv ) Executives commission of any misdemeanor which has a material impact on the affairs , business or reputation of the Company or any of its affiliates or Executives indictment for , or plea of nolo contendere to , a crime constituting a felony under the laws of the United States or any state thereof . Upon a termination of Executives employment for Cause , all of Executives rights to compensation and benefits under Sections 3 , 4 and 5 of this Agreement or otherwise shall immediately terminate , except that Executive shall be entitled to the Accrued Benefits .


Good Reason shall mean, without Executives prior written consent, (i)a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act)) of a company with a class of securities registered under Section12(b)of the Exchange Act ; ( ii)the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Financial Officer , (iii)a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months ; (iv)Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania; or (v)any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Financial Officer , ( iii ) a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


THIS EMPLOYMENT AGREEMENT (the"Agreement")dated asof August 5, 2017 is entered into between Zanderr Therapeutics, Inc ., a Nevada corporation, (the "Company")and Harry M. Lander ("Employee").

THIS EMPLOYMENT AGREEMENT ( the " Agreement " ) dated asof August 5 , 2017 is entered into between Zanderr Therapeutics , Inc . , a Nevada corporation , ( the " Company " ) and Harry M . Lander ( " Employee " ) .


3\. Duties. Employee shall be granted the title of President and Chief Scientific Officer of the Company subject to the authority of the Company's Chief Executive Officer (the CEO) . Employee shall perform such duties commensurate with his office and as directed the CEO such duties to include, but not be limited to:

3 \ . Duties . Employee shall be granted the title of President and Chief Scientific Officer of the Company subject to the authority of the Company ' s Chief Executive Officer ( the CEO ) . Employee shall perform such duties commensurate with his office and as directed the CEO such duties to include , but not be limited to :


Employee acknowledges that any Series M Shares issued prior to or pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 , shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 and shall contain the following restrictive legend:

Employee acknowledges that any Series M Shares issued prior to or pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 , shall constitute restricted securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933 and shall contain the following restrictive legend :


The terms and conditions of this Agreement shall be governed by andconstruedinaccordancewith the laws of the Stateor California . Any action to enforce this Agreementshall be brought in thestate courtslocated in San DiegoCounty,State of California.

The terms and conditions of this Agreement shall be governed by andconstruedinaccordancewith the laws of the Stateor California . Any action to enforce this Agreementshall be brought in thestate courtslocated in San DiegoCounty , State of California .


THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into October 16, 2017 (the Effective Date) between Townsquare Media, Inc. , a Delaware corporation (the Company), and Stuart Rosenstein (Executive).

THIS EMPLOYMENT AGREEMENT ( the Agreement ) is entered into October 16 , 2017 ( the Effective Date ) between Townsquare Media , Inc . , a Delaware corporation ( the Company ) , and Stuart Rosenstein ( Executive ) .


(a) Base Salary. During the Employment Term, Executive shall be paid an annual base salary of $750,000 (Base Salary). The Base Salary shall be payable in accordance with the Companys regular payroll practices as then in effect. During the Employment Term, the Base Salary shall be reviewed annually and is subject to increase (but not decrease, including after any increase) at the discretion of the Compensation Committee of the Board (the Committee).

( a ) Base Salary . During the Employment Term , Executive shall be paid an annual base salary of $ 750 , 000 ( Base Salary ) . The Base Salary shall be payable in accordance with the Companys regular payroll practices as then in effect . During the Employment Term , the Base Salary shall be reviewed annually and is subject to increase ( but not decrease , including after any increase ) at the discretion of the Compensation Committee of the Board ( the Committee ) .


(h) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts executed in and to be performed entirely within such State, without giving effect to the conflict of law principles thereof.

( h ) Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts executed in and to be performed entirely within such State , without giving effect to the conflict of law principles thereof .


TOWNSQUARE MEDIA, INC. |


If I elect to revoke this General Release within this seven-day period, I must inform the Company by delivering a written notice of revocation to the Company, c/o Alyssa Goldberg at 240 Greenwich Ave., Greenwich, CT 06830; or facsimile (888) 512-4761 , no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety at the election of the Company and the Company shall be relieved of all obligations to provide the applicable payments and benefits set forth in my Employment Agreement that are subject to my executing, and not revoking, this General Release. I further understand that such payments will not begin to be provided unless and until the revocation period expires without my exercising the revocation right. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel.

If I elect to revoke this General Release within this seven-day period , I must inform the Company by delivering a written notice of revocation to the Company , c / o Alyssa Goldberg at 240 Greenwich Ave . , Greenwich , CT 06830 ; or facsimile ( 888 ) 512-4761 , no later than 11 : 59 p . m . on the seventh calendar day after I sign this General Release . I understand that , if I elect to exercise this revocation right , this General Release shall be voided in its entirety at the election of the Company and the Company shall be relieved of all obligations to provide the applicable payments and benefits set forth in my Employment Agreement that are subject to my executing , and not revoking , this General Release . I further understand that such payments will not begin to be provided unless and until the revocation period expires without my exercising the revocation right . I may , if I wish , elect to sign this General Release prior to the expiration of the 21-day consideration period , and I agree that if I elect to do so , my election is made freely and voluntarily and after having an opportunity to consult counsel .


1. Employment Period. The Company shall continue to employ Executive during the Employment Period and Executive shall continue to remain in the employ of the Company and to provide services during the Employment Period in accordance with the terms of this Agreement. The Employment Period shall be the period beginning on the Effective Date and ending on December 31, 2019 , unless sooner terminated as provided herein. The Employment Period shall automatically be extended for one (1) additional year beginning on January 1, 2019 and on each January 1 thereafter unless either Party notifies the other Party, by written notice delivered no later than ninety (90) days prior to such January 1, that the Employment Period shall not be extended for an additional year. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two (2)-year period following the Change in Control and shall then terminate.

1 . Employment Period . The Company shall continue to employ Executive during the Employment Period and Executive shall continue to remain in the employ of the Company and to provide services during the Employment Period in accordance with the terms of this Agreement . The Employment Period shall be the period beginning on the Effective Date and ending on December 31 , 2019 , unless sooner terminated as provided herein . The Employment Period shall automatically be extended for one ( 1 ) additional year beginning on January 1 , 2019 and on each January 1 thereafter unless either Party notifies the other Party , by written notice delivered no later than ninety ( 90 ) days prior to such January 1 , that the Employment Period shall not be extended for an additional year . Notwithstanding any provision of this Agreement to the contrary , if a Change in Control occurs during the Employment Period , this Agreement shall remain in effect for the two ( 2 ) - year period following the Change in Control and shall then terminate .


2. Duties. During the Employment Period, Executive shall devote Executives full business time, energies and talents to serving as the Chief Operating Officer of the Company, at the direction of the Companys President and Chief Executive Officer (the CEO). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO, which duties and responsibilities shall be commensurate with Executives position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive shall perform the duties required by

2 . Duties . During the Employment Period , Executive shall devote Executives full business time , energies and talents to serving as the Chief Operating Officer of the Company , at the direction of the Companys President and Chief Executive Officer ( the CEO ) . Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO , which duties and responsibilities shall be commensurate with Executives position , shall perform all duties assigned to Executive faithfully and efficiently , subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder . Executive shall perform the duties required by


(a) Executive shall be compensated at an annual rate of three hundred twenty thousand dollars ( $320,000.00 ) (the Annual Base Salary), which shall be payable in accordance with the normal payroll practices of the Company then in effect. Beginning on January 1, 2018 and on each anniversary of such date, Executives Annual Base Salary shall be reviewed, and may be adjusted, by the Companys Board of Directors.

( a ) Executive shall be compensated at an annual rate of three hundred twenty thousand dollars ( $ 320 , 000 . 00 ) ( the Annual Base Salary ) , which shall be payable in accordance with the normal payroll practices of the Company then in effect . Beginning on January 1 , 2018 and on each anniversary of such date , Executives Annual Base Salary shall be reviewed , and may be adjusted , by the Companys Board of Directors .


(b) Executive shall be eligible to receive performance-based annual incentive bonuses (each, the Incentive Bonus) from the Company for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the respective fiscal year audit by the Companys auditor, but in no event later than two and one- half (2) months after the close of each such fiscal year. Executives annual Incentive Bonus opportunity shall be equal to forty percent (40%) of his Annual Base Salary; provided, however, that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement.

( b ) Executive shall be eligible to receive performance-based annual incentive bonuses ( each , the Incentive Bonus ) from the Company for each fiscal year ending during the Employment Period . Any such Incentive Bonus shall be paid to Executive within thirty ( 30 ) days of the completion of the respective fiscal year audit by the Companys auditor , but in no event later than two and one - half ( 2 ) months after the close of each such fiscal year . Executives annual Incentive Bonus opportunity shall be equal to forty percent ( 40 % ) of his Annual Base Salary ; provided , however , that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement .


10. Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Iowa applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction, and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Johnson, Iowa.

10 . Applicable Law . All questions concerning the construction , validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Iowa applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction , and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Johnson , Iowa .


(i) the consummation of the acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the 1934 Act ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act ) of fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities of the Company; or

( i ) the consummation of the acquisition by any person ( as such term is defined in Section 13 ( d ) or 14 ( d ) of the 1934 Act ) of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the 1934 Act ) of fifty percent ( 50 % ) or more of the combined voting power of the then outstanding Voting Securities of the Company ; or


(iii) the consummation by the Company of: (A) a merger or consolidation if the shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company.

( iii ) the consummation by the Company of : ( A ) a merger or consolidation if the shareholders immediately before such merger or consolidation do not , as a result of such merger or consolidation , own , directly or indirectly , more than fifty percent ( 50 % ) of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation ; or ( B ) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company .


Notwithstanding any provision in this definition to the contrary, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one (1) or more employee benefit plans maintained for employees of the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Notwithstanding any provision in this definition to the contrary , a Change in Control shall not be deemed to occur solely because fifty percent ( 50 % ) or more of the combined voting power of the then outstanding securities of the Company are acquired by ( A ) a trustee or other fiduciary holding securities under one ( 1 ) or more employee benefit plans maintained for employees of the Company or an Affiliate or ( B ) any corporation that , immediately prior to such acquisition , is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition .


(c) COBRA Benefits. Executive and Executives qualified beneficiaries, as applicable, shall be entitled to continuation of group health coverage following the Termination Date under the Companys group health plan, to the extent required under the Consolidated Omnibus Budget Reconciliation Act of 1986 , with Executive required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period as described in Section 4(e) of the Employment Agreement .

( c ) COBRA Benefits . Executive and Executives qualified beneficiaries , as applicable , shall be entitled to continuation of group health coverage following the Termination Date under the Companys group health plan , to the extent required under the Consolidated Omnibus Budget Reconciliation Act of 1986 , with Executive required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period as described in Section 4 ( e ) of the Employment Agreement .


The Iowa Civil Rights Act of 1965 , | ---|--- (iii)

The Iowa Civil Rights Act of 1965 , | - - - | - - - ( iii )


The Civil Rights Act of 1991 , | ---|--- (vi)

The Civil Rights Act of 1991 , | - - - | - - - ( vi )


The Equal Pay Act, | ---|--- ( vii)

The Equal Pay Act , | - - - | - - - ( vii )


The Employee Retirement Income Security Act of 1974 , | ---|--- (viii)

The Employee Retirement Income Security Act of 1974 , | - - - | - - - ( viii )


The Age Discrimination in Employment Act ( the ADEA), | ---|--- (ix)

The Age Discrimination in Employment Act ( the ADEA ) , | - - - | - - - ( ix )


The Worker Adjustment and Retraining Notification Act , | ---|--- ( xi)

The Worker Adjustment and Retraining Notification Act , | - - - | - - - ( xi )


The Family and Medical Leave Act , | ---|--- ( xiii)

The Family and Medical Leave Act , | - - - | - - - ( xiii )


The National Labor Relations Act , | ---|--- ( xvi)

The National Labor Relations Act , | - - - | - - - ( xvi )


The Genetic Information Nondiscrimination Act , | ---|--- ( Information Nondiscrimination Act , | ---|--- (xvii)

The Genetic Information Nondiscrimination Act , | - - - | - - - ( Information Nondiscrimination Act , | - - - | - - - ( xvii )


Executive Order 11141 , and | ---|--- (xxi)

Executive Order 11141 , and | - - - | - - - ( xxi )


12. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Iowa , without regard to principles of conflict of laws (whether in the State of Iowa or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Iowa .

12 . Governing Law . This Agreement shall be governed by and construed under the laws of the State of Iowa , without regard to principles of conflict of laws ( whether in the State of Iowa or any other jurisdiction ) that would cause the application of the laws of any jurisdiction other than the State of Iowa .


This EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement) is made as of September 27, 2017 (the Effective Date), between ARMEAU BRANDS INC. , a Nevada corporation, (the Company) and ERDUIS SANABRIA , an individual (the Executive).

This EXECUTIVE EMPLOYMENT AGREEMENT ( the Agreement ) is made as of September 27 , 2017 ( the Effective Date ) , between ARMEAU BRANDS INC . , a Nevada corporation , ( the Company ) and ERDUIS SANABRIA , an individual ( the Executive ) .


(a)Base Salary. The Executives annual base salary shall be one hundred fifty thousand dollars ( $150,000 ) from the Effective Date through April 1, 2018 , increasing thereafter to two hundred fifty thousand ( $250,000 ) dollars (together with any subsequent increases thereto as hereinafter provided, the Base Salary). The Base Salary shall be payable in accordance with the Companys normal payroll procedures in effect from time to time. The Base Salary may be increased by the Board or its compensation committee (the Committee), if any, from time to time during the Term, but shall be reviewed by the Board or the Committee, if any, at least annually.

( a ) Base Salary . The Executives annual base salary shall be one hundred fifty thousand dollars ( $ 150 , 000 ) from the Effective Date through April 1 , 2018 , increasing thereafter to two hundred fifty thousand ( $ 250 , 000 ) dollars ( together with any subsequent increases thereto as hereinafter provided , the Base Salary ) . The Base Salary shall be payable in accordance with the Companys normal payroll procedures in effect from time to time . The Base Salary may be increased by the Board or its compensation committee ( the Committee ) , if any , from time to time during the Term , but shall be reviewed by the Board or the Committee , if any , at least annually .