2\. Duties. During the Employment Period, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executives position for the Company. Executive shall have the title of President and Chief Executive Office r commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with such position, and as the Board may designate from time to time while the Executive serves as the President and Chief Executive Office r of the Company. While Executive is President and Chief Executive Office r of the Company Executive will report directly to the Board; Executive shall devote substantially all of Executives business time and attention and Executives best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executives employment and service with the Company; provided, that this Section2 shall not be interpreted as prohibiting Executive from (i)managing Executives personal investments (so long as such investment activities are of a passive nature), (ii)engaging in charitable or civic activities, (iii)participating on boards of directors or similar bodies of non-profit organizations, or (iv)subject to approval by the Board in its sole discretion, participating on boards of directors

2 \ . Duties . During the Employment Period , Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executives position for the Company . Executive shall have the title of President and Chief Executive Office r commencing as of the Effective Date and shall have such duties , authorities and responsibilities as are consistent with such position , and as the Board may designate from time to time while the Executive serves as the President and Chief Executive Office r of the Company . While Executive is President and Chief Executive Office r of the Company Executive will report directly to the Board ; Executive shall devote substantially all of Executives business time and attention and Executives best efforts ( excepting vacation time , holidays , sick days and periods of disability ) to Executives employment and service with the Company ; provided , that this Section2 shall not be interpreted as prohibiting Executive from ( i ) managing Executives personal investments ( so long as such investment activities are of a passive nature ) , ( ii ) engaging in charitable or civic activities , ( iii ) participating on boards of directors or similar bodies of non-profit organizations , or ( iv ) subject to approval by the Board in its sole discretion , participating on boards of directors


B. Maximum opportunity will be 172.5% of Base Salary (computed as 150% of 115% );

B . Maximum opportunity will be 172 . 5 % of Base Salary ( computed as 150 % of 115 % ) ;


(b) (iii)If such termination occurs following a Disability to the extent any such termination of employment occurs pursuant to Section5.2 (Disability), monetary payments actually received by the Executive from a bona fide short-term or long-term disability plan maintained by the Company shall be used to reduce any payment made by the Company pursuant to this provision on a dollar for dollar basis; provided that: (w)the disability plan payments qualify as disability pay under Treasury Regulation Section31.3121(v)(2)-1(b)(4)(iv)(C) ; (x)such reduction does not otherwise affect the time of payment of such Base Salary or the provision of benefits; (y)the disability plan covers a substantial number of employees and, was in effect before Executive became Disabled; and (z)any subsequent amendment of such plan or any change in the benefits payable under such plan results from actions taken by an independent third party or, if taken by Cedar Fair, that they are generally applicable to a substantial number of other employees;

( b ) ( iii ) If such termination occurs following a Disability to the extent any such termination of employment occurs pursuant to Section5 . 2 ( Disability ) , monetary payments actually received by the Executive from a bona fide short-term or long-term disability plan maintained by the Company shall be used to reduce any payment made by the Company pursuant to this provision on a dollar for dollar basis ; provided that : ( w ) the disability plan payments qualify as disability pay under Treasury Regulation Section31 . 3121 ( v ) ( 2 ) - 1 ( b ) ( 4 ) ( iv ) ( C ) ; ( x ) such reduction does not otherwise affect the time of payment of such Base Salary or the provision of benefits ; ( y ) the disability plan covers a substantial number of employees and , was in effect before Executive became Disabled ; and ( z ) any subsequent amendment of such plan or any change in the benefits payable under such plan results from actions taken by an independent third party or , if taken by Cedar Fair , that they are generally applicable to a substantial number of other employees ;


(b) Change in Control shall mean a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company under Treasury Regulations 1.409A -3(i)(5) , or any successor provision.

( b ) Change in Control shall mean a change in the ownership of the Company , a change in effective control of the Company , or a change in the ownership of a substantial portion of the assets of the Company under Treasury Regulations 1 . 409A - 3 ( i ) ( 5 ) , or any successor provision .


(e) Cash Compensation shall mean, with respect to any calendar year, as (i)the total salary payable in such calendar year, (ii)the target Annual Cash Incentive compensation with respect to such calendar year, notwithstanding the fact that a portion of such bonuses may be paid to the Executive by March15 of the following calendar year in compliance with the short-term deferral rule under Code Section409A (as defined in Section12.7), and (iii)respect to any multi-year cash bonuses, the amount actually paid in such calendar year. For the avoidance of doubt, the term Cash Compensation does not include payments or benefits to the Executive under any employee benefit or fringe benefit plan, program, or arrangement or awards or payments under the Cedar Fair, L.P . Amended and Restated Senior Management Long-Term Incentive Compensation Plan, the Cedar Fair, L.P . Amended and Restated 2000 Equity Incentive Plan, or the Cedar Fair, L.P . Amended and Restated Supplemental Retirement Program, as such plans, programs, or arrangements currently exist or are hereafter amended.

( e ) Cash Compensation shall mean , with respect to any calendar year , as ( i ) the total salary payable in such calendar year , ( ii ) the target Annual Cash Incentive compensation with respect to such calendar year , notwithstanding the fact that a portion of such bonuses may be paid to the Executive by March15 of the following calendar year in compliance with the short-term deferral rule under Code Section409A ( as defined in Section12 . 7 ) , and ( iii ) respect to any multi-year cash bonuses , the amount actually paid in such calendar year . For the avoidance of doubt , the term Cash Compensation does not include payments or benefits to the Executive under any employee benefit or fringe benefit plan , program , or arrangement or awards or payments under the Cedar Fair , L . P . Amended and Restated Senior Management Long-Term Incentive Compensation Plan , the Cedar Fair , L . P . Amended and Restated 2000 Equity Incentive Plan , or the Cedar Fair , L . P . Amended and Restated Supplemental Retirement Program , as such plans , programs , or arrangements currently exist or are hereafter amended .


8.5 Resignation as an Officer and Director. Upon any termination of Executives employment, Executive shall be deemed to have resigned, to the extent applicable as an officer of the Company, a member of the board of directors or similar body of any of Cedar Fair, L.P .s Affiliates and as a fiduciary of any Company benefit plan. On or immediately following the date of any termination of Executives employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation(s).

8 . 5 Resignation as an Officer and Director . Upon any termination of Executives employment , Executive shall be deemed to have resigned , to the extent applicable as an officer of the Company , a member of the board of directors or similar body of any of Cedar Fair , L . P . s Affiliates and as a fiduciary of any Company benefit plan . On or immediately following the date of any termination of Executives employment , Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation ( s ) .


12.9 Code Section280G. Anything in this Agreement to the contrary notwithstanding, Executive and Cedar Fair agree that in no event shall the present value of all payments, distributions and benefits provided to Executive or for Executives benefit pursuant to the terms of this Agreement or otherwise which constitute a parachute payment when aggregated with other payments, distributions, and benefits which constitute parachute payments, exceed two hundred ninety-nine percent ( 299% )of Executives base amount. As used herein, parachute payment has the meaning ascribed to it in Section280G(b)(2) of the Code, without regard to Code Section280G(b)(2)(A)(ii); and base amount has the meaning ascribed to it in Code Section280G and the regulations thereunder. If the present value as defined in Code Sections 280G (d)(4)and 1274(b) (2), of such aggregate parachute payments exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Cedar Fair in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions and benefits being subject to excise tax. Such payments, distributions and benefits will be reduced by Cedar Fair in accordance with the following order of priority (A)reduction of cash payments; (B)cancellation of accelerated vesting of unit awards; and (C)reduction of employee benefits. If acceleration of vesting of unit award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executives unit awards.

12 . 9 Code Section280G . Anything in this Agreement to the contrary notwithstanding , Executive and Cedar Fair agree that in no event shall the present value of all payments , distributions and benefits provided to Executive or for Executives benefit pursuant to the terms of this Agreement or otherwise which constitute a parachute payment when aggregated with other payments , distributions , and benefits which constitute parachute payments , exceed two hundred ninety-nine percent ( 299 % ) of Executives base amount . As used herein , parachute payment has the meaning ascribed to it in Section280G ( b ) ( 2 ) of the Code , without regard to Code Section280G ( b ) ( 2 ) ( A ) ( ii ) ; and base amount has the meaning ascribed to it in Code Section280G and the regulations thereunder . If the present value as defined in Code Sections 280G ( d ) ( 4 ) and 1274 ( b ) ( 2 ) , of such aggregate parachute payments exceeds the 299 % limitation set forth herein , such payments , distributions and benefits shall be reduced by Cedar Fair in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments , distributions and benefits being subject to excise tax . Such payments , distributions and benefits will be reduced by Cedar Fair in accordance with the following order of priority ( A ) reduction of cash payments ; ( B ) cancellation of accelerated vesting of unit awards ; and ( C ) reduction of employee benefits . If acceleration of vesting of unit award compensation is to be reduced , such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executives unit awards .


This RELEASE AGREEMENT (this Agreement) dated , , is made and entered into by and between Cedar Fair, L.P ., a publicly traded Delaware limited partnership, Cedar Fair Management, Inc. , an Ohio Corporation (Cedar Fair Management), Magnum Management Corporation , an Ohio corporation (Magnum) and (the Employee).

This RELEASE AGREEMENT ( this Agreement ) dated , , is made and entered into by and between Cedar Fair , L . P . , a publicly traded Delaware limited partnership , Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ) , Magnum Management Corporation , an Ohio corporation ( Magnum ) and ( the Employee ) .


a. In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6.1(a), (c), (d), (f)and (h)and the last sentence of Section6.2 of the Employment Agreement , the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section1 as Employee), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the Company Released Parties) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as claims) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq.; Title VII of the Civil Rights Act of 1964 , 42 U.S.C. 2000e et seq.; the Americans with Disabilities Act of 1990 , 42 U.S.C. 12101 et seq.; the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq.; the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq.; the Equal Pay Act of 1963 , 29 U.S.C. 206 (d); Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U.S.C . 1681 et seq.; the Fair Credit Reporting Act , 15 U.S.C . 1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company

a . In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6 . 1 ( a ) , ( c ) , ( d ) , ( f ) and ( h ) and the last sentence of Section6 . 2 of the Employment Agreement , the Employee , on behalf of himself and his heirs , executors , administrators , trustees , legal representatives , successors and assigns ( hereinafter collectively referred to for purposes of this Section1 as Employee ) , hereby agrees to irrevocably and unconditionally waive , release and forever discharge the Company and its past , present and future affiliates and related entities , parent and subsidiary corporations , divisions , shareholders , predecessors , current , former and future officers , directors , employees , trustees , fiduciaries , administrators , executives , agents , representatives , successors and assigns ( collectively , the Company Released Parties ) from any and all waivable claims , charges , demands , sums of money , actions , rights , promises , agreements , causes of action , obligations and liabilities of any kind or nature whatsoever , at law or in equity , whether known or unknown , existing or contingent , suspected or unsuspected , apparent or concealed , foreign or domestic ( hereinafter collectively referred to as claims ) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts , acts , conduct , omissions , transactions , occurrences , contracts , claims , events , causes , matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement . Such claims include , without limitation , claims arising under the Age Discrimination in Employment Act , 29 U . S . C . 621 et seq . ; Title VII of the Civil Rights Act of 1964 , 42 U . S . C . 2000e et seq . ; the Americans with Disabilities Act of 1990 , 42 U . S . C . 12101 et seq . ; the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . ; the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . ; the Equal Pay Act of 1963 , 29 U . S . C . 206 ( d ) ; Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U . S . C . 1681 et seq . ; the Fair Credit Reporting Act , 15 U . S . C . 1681 et seq . ; any other federal , state or local statutory laws relating to employment , discrimination in employment , termination of employment , wages , benefits or otherwise ; or any other federal , state or local constitution , statute , rule , or regulation , including , but not limited to , any ordinance addressing fair employment practices ; any claims for employment or reemployment by the Company


3\. Acknowledgement of Waiver and Release of Claims Under ADEA .

3 \ . Acknowledgement of Waiver and Release of Claims Under ADEA .


i. the ADEA waiver and release contained in this Agreement does not apply to any rights or claims that may arise after the date he signs this Agreement;

i . the ADEA waiver and release contained in this Agreement does not apply to any rights or claims that may arise after the date he signs this Agreement ;


b. Consent to Jurisdiction. Any action by the parties hereto related to this Agreement may be instituted in any state or federal court having proper subject matter jurisdiction located within the State of Ohio , or in any other court in which jurisdiction is otherwise proper. Accordingly, the Company and the Employee irrevocably and unconditionally (a)submit to the jurisdiction of any such court and (b)waive (i)any objection to the laying of venue of any such action brought in such court and (ii)any claim that any such action brought in any such court has been brought in an inconvenient forum.

b . Consent to Jurisdiction . Any action by the parties hereto related to this Agreement may be instituted in any state or federal court having proper subject matter jurisdiction located within the State of Ohio , or in any other court in which jurisdiction is otherwise proper . Accordingly , the Company and the Employee irrevocably and unconditionally ( a ) submit to the jurisdiction of any such court and ( b ) waive ( i ) any objection to the laying of venue of any such action brought in such court and ( ii ) any claim that any such action brought in any such court has been brought in an inconvenient forum .


| | ---|---|--- Cedar Fair, L.P . | | ---|---|--- | By: | | Name: | | Title: | | | | ---|---|--- Cedar Fair Management, Inc. | | ---|---|--- | By: | | Name: | | Title: | | | | ---|---|--- Magnum Management Corp. | | ---|---|--- | By: | | Name: | | Title: | | --- EMPLOYEE


1.Position and Duties. The Executive shall serve as Chief Executive Officer of the Company reporting to the Companys Board of Directors (the Board). The Executive shall perform those services customary to that office and such other lawful duties that may be reasonably assigned to him from time to time by the Board, provided those duties are consistent with the Executives position and authority. The Executive further agrees to use his best efforts to promote the interests of the Company and to devote his full business time and energies to the business and affairs of the Company. The Board may decide in consultations with the Executive and subject to the Executives agreement, to assign the Executive throughout the term to another senior position within the Company that furthers the overall interests of the Company. Upon such a change, if it occurs, the rights and obligations as stated under this agreement will remain in full force and effect, notwithstanding the change in position and duties for the Executive.

1 . Position and Duties . The Executive shall serve as Chief Executive Officer of the Company reporting to the Companys Board of Directors ( the Board ) . The Executive shall perform those services customary to that office and such other lawful duties that may be reasonably assigned to him from time to time by the Board , provided those duties are consistent with the Executives position and authority . The Executive further agrees to use his best efforts to promote the interests of the Company and to devote his full business time and energies to the business and affairs of the Company . The Board may decide in consultations with the Executive and subject to the Executives agreement , to assign the Executive throughout the term to another senior position within the Company that furthers the overall interests of the Company . Upon such a change , if it occurs , the rights and obligations as stated under this agreement will remain in full force and effect , notwithstanding the change in position and duties for 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 .


(a)For the purposes of this Agreement, a Change of Control shall be deemed to have taken place if (i) any person, including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 , as amended, becomes the owner or beneficial owner of Company securities, after the date of this Agreement, having twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is the majority at the time the purchases are made); or (ii) the persons who were directors of the Company before such transactions shall cease to constitute a majority of the Board of the Company, or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. For Change of Control purposes, if the company is a private entity, then the trigger on change of control would be the ownership, beneficially or otherwise, of a majority of the voting securities.

( a ) For the purposes of this Agreement , a Change of Control shall be deemed to have taken place if ( i ) any person , including a group as defined in Section 13 ( d ) ( 3 ) of the Securities Exchange Act of 1934 , as amended , becomes the owner or beneficial owner of Company securities , after the date of this Agreement , having twenty-five percent ( 25 % ) or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company ( other than as a result of an issuance of securities initiated by the Company , or open market purchases approved by the Board , as long as the majority of the Board approving the purchases is the majority at the time the purchases are made ) ; or ( ii ) the persons who were directors of the Company before such transactions shall cease to constitute a majority of the Board of the Company , or any successor to the Company , as the direct or indirect result of or in connection with , any cash tender or exchange offer , merger or other business combination , sale of assets or contested election , or any combination of the foregoing transaction . For Change of Control purposes , if the company is a private entity , then the trigger on change of control would be the ownership , beneficially or otherwise , of a majority of the voting securities .


This Employment Agreement (this Agreement) is made and entered into on September 26, 2017 , effective as of September 26, 2017 (the Effective Date) by and between AzurRx Biopharma, Inc. (the Company) and Maged Shenouda (Executive) . The Company and Executive are hereinafter collectively referred to as the Parties, and individually referred to as a Party.

This Employment Agreement ( this Agreement ) is made and entered into on September 26 , 2017 , effective as of September 26 , 2017 ( the Effective Date ) by and between AzurRx Biopharma , Inc . ( the Company ) and Maged Shenouda ( Executive ) . The Company and Executive are hereinafter collectively referred to as the Parties , and individually referred to as a Party .


1.1 Title. Effective as of the Effective Date, Executives position shall be Executive Vice-President Corporate Development and Chief Financial Officer , subject to the terms and conditions set forth in this Agreement.

1 . 1 Title . Effective as of the Effective Date , Executives position shall be Executive Vice-President Corporate Development and Chief Financial Officer , subject to the terms and conditions set forth in this Agreement .


1.2 Term. The term of this Agreement shall begin on the Effective Date and shall continue for a period of three (3) years or until it is terminated pursuant to Section 4 herein (the Term).

1 . 2 Term . The term of this Agreement shall begin on the Effective Date and shall continue for a period of three ( 3 ) years or until it is terminated pursuant to Section 4 herein ( the Term ) .


1.3 Duties. Executive shall have the customary powers, responsibilities and authorities of Executive Vice-President Corporate Development and Chief Financial Officer of corporations of the size, type and nature of the Company, as it exists from time to time. Executive shall report to the Companys Chief Executive Officer.

1 . 3 Duties . Executive shall have the customary powers , responsibilities and authorities of Executive Vice-President Corporate Development and Chief Financial Officer of corporations of the size , type and nature of the Company , as it exists from time to time . Executive shall report to the Companys Chief Executive Officer .


3.3 Stock Options. On the date of execution of this agreement, Executive has been granted an option to purchase 100,000 shares of Company common stock (the Option) pursuant to the Companys Amended and Restated 2014 Omnibus Equity Incentive Plan (the Plan). The Option shall have a per share exercise price equal to the closing price of such stock on NASDAQ on the trading day immediately prior to the grant date, and shall expire on the tenth anniversary of the date of execution of this Agreement. To the extent permitted by tax rules under Section 422 of the Internal Revenue Code, the Option granted hereunder shall be intended to be an incentive stock option. The Option shall vest as follows so long as the Executive is serving as either Executive Vice-President or as Chief Financial Officer at such time: (i) 75% upon acceptance of a US IND for MS1819 , and (ii) 25% upon the Company completing a Phase IIa clinical trial for MS1819 . In the event of any conflict between this Agreement and the terms of the Plan, the terms of this Agreement shall control. In addition, the Executive may elect to exercise some or all of the stock options by making a net exercise, in which case the Company shall issue to the Executive a number of shares of unencumbered common stock of the Company equal to: (x) the total number of shares underlying the portion of the stock option being exercised less (y) the number of shares whose fair market value is equal to the sum of (A) the exercise price of the stock options being exercised, plus (B) any required tax withholding amounts in respect of such exercise. In the event Executives employment is terminated under the provisions of Sections 4.5.3 or 4.5.4 hereof, all vested options will remain exercisable for a period of twelve (12) months following termination; provided, however, that those options that are exercised after 90 days following termination of employment shall no longer be eligible for treatment as Incentive Stock Options.

3 . 3 Stock Options . On the date of execution of this agreement , Executive has been granted an option to purchase 100 , 000 shares of Company common stock ( the Option ) pursuant to the Companys Amended and Restated 2014 Omnibus Equity Incentive Plan ( the Plan ) . The Option shall have a per share exercise price equal to the closing price of such stock on NASDAQ on the trading day immediately prior to the grant date , and shall expire on the tenth anniversary of the date of execution of this Agreement . To the extent permitted by tax rules under Section 422 of the Internal Revenue Code , the Option granted hereunder shall be intended to be an incentive stock option . The Option shall vest as follows so long as the Executive is serving as either Executive Vice-President or as Chief Financial Officer at such time : ( i ) 75 % upon acceptance of a US IND for MS1819 , and ( ii ) 25 % upon the Company completing a Phase IIa clinical trial for MS1819 . In the event of any conflict between this Agreement and the terms of the Plan , the terms of this Agreement shall control . In addition , the Executive may elect to exercise some or all of the stock options by making a net exercise , in which case the Company shall issue to the Executive a number of shares of unencumbered common stock of the Company equal to : ( x ) the total number of shares underlying the portion of the stock option being exercised less ( y ) the number of shares whose fair market value is equal to the sum of ( A ) the exercise price of the stock options being exercised , plus ( B ) any required tax withholding amounts in respect of such exercise . In the event Executives employment is terminated under the provisions of Sections 4 . 5 . 3 or 4 . 5 . 4 hereof , all vested options will remain exercisable for a period of twelve ( 12 ) months following termination ; provided , however , that those options that are exercised after 90 days following termination of employment shall no longer be eligible for treatment as Incentive Stock Options .


It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) , 1.409A-1(b)(5) and 1.409A-1(b)(9) . However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute deferred compensation under Section 409A and Executive is, on the termination of service, a specified employee of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executives Separation From Service, or (ii) the date of Executives death (such applicable date, the Specified Employee Initial Payment Date), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 4.9, and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.

It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate payment for purposes of Treasury Regulation Section 1 . 409A-2 ( b ) ( 2 ) ( i ) . For the avoidance of doubt , it is intended that payments of the Severance Benefits set forth in this Agreement satisfy , to the greatest extent possible , the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1 . 409A-1 ( b ) ( 4 ) , 1 . 409A-1 ( b ) ( 5 ) and 1 . 409A-1 ( b ) ( 9 ) . However , if the Company ( or , if applicable , the successor entity thereto ) determines that the Severance Benefits constitute deferred compensation under Section 409A and Executive is , on the termination of service , a specified employee of the Company or any successor entity thereto , as such term is defined in Section 409A ( a ) ( 2 ) ( B ) ( i ) of the Code , then , solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A , the timing of the Severance Benefit payments shall be delayed until the earlier to occur of : ( i ) the date that is six months and one day after Executives Separation From Service , or ( ii ) the date of Executives death ( such applicable date , the Specified Employee Initial Payment Date ) , the Company ( or the successor entity thereto , as applicable ) shall ( A ) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 4 . 9 , and ( B ) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement .


Dated: September 26, 2017


(a) any rights or claims under the Employment Agreement or any other written agreement between the Company and me, including any stock option award agreement or plan, (b) any rights or claims that may arise as a result of events occurring after the date this Release and Waiver is executed or which otherwise cannot lawfully be waived, (c) any rights to representation and/or indemnification I may have as a current or former officer , director, or employee of the Company or its subsidiaries or affiliated companies, including but not limited to any rights or claims for representation and/or indemnification I may have pursuant to the Employment Agreement , any written indemnification agreement with the Company to which I am a party or beneficiary, the charter, bylaws, or operating agreements of the Company, or under any applicable law or Company policy, including but not limited to Directors and Officers Liability Insurance policies, employment practice liability insurance policies, other insurance policies, and/or Company policies; (d) any claims for benefits under any directors and officers liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, (e) any rights or claims under any employee benefit or compensation plan or program in which I participate or participated (or was eligible to participate), (f) any rights or claims to unemployment compensation, (g) reimbursement for business expenses which are consistent with the Companys reimbursement policy, and (h) my rights under COBRA. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

( a ) any rights or claims under the Employment Agreement or any other written agreement between the Company and me , including any stock option award agreement or plan , ( b ) any rights or claims that may arise as a result of events occurring after the date this Release and Waiver is executed or which otherwise cannot lawfully be waived , ( c ) any rights to representation and / or indemnification I may have as a current or former officer , director , or employee of the Company or its subsidiaries or affiliated companies , including but not limited to any rights or claims for representation and / or indemnification I may have pursuant to the Employment Agreement , any written indemnification agreement with the Company to which I am a party or beneficiary , the charter , bylaws , or operating agreements of the Company , or under any applicable law or Company policy , including but not limited to Directors and Officers Liability Insurance policies , employment practice liability insurance policies , other insurance policies , and / or Company policies ; ( d ) any claims for benefits under any directors and officers liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy , ( e ) any rights or claims under any employee benefit or compensation plan or program in which I participate or participated ( or was eligible to participate ) , ( f ) any rights or claims to unemployment compensation , ( g ) reimbursement for business expenses which are consistent with the Companys reimbursement policy , and ( h ) my rights under COBRA . I hereby represent and warrant that , other than the Excluded Claims , I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims .


I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA , that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired without my having previously revoked this Release and Waiver.

I acknowledge that , among other rights , I am waiving and releasing any rights I may have under ADEA , that this Release and Waiver is knowing and voluntary , and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company . If I am 40 years of age or older upon execution of this Release and Waiver , I further acknowledge that I have been advised , as required by the Older Workers Benefit Protection Act , that : ( a ) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed ; ( b ) I should consult with an attorney prior to executing this Release and Waiver ; and ( c ) I have twenty-one ( 21 ) days from the date of termination of my employment with the Company in which to consider this Release and Waiver ( although I may choose voluntarily to execute this Release and Waiver earlier ) ; ( d ) I have seven ( 7 ) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver ; and ( e ) this Release and Waiver shall not be effective until the seven ( 7 ) day revocation period has expired without my having previously revoked this Release and Waiver .


AZURRX BIOPHARMA, INC. | |


(a)The Company hereby employs Executive to serve as the Chief Financial Officer of the Company on the terms and conditions set forth herein. In such capacity, Executive shall have the responsibilities normally associated with such position, subject to the direction and supervision of the President and CEO of the Company and the Audit Committee of the Board of Directors (the Board) of the Company (the Audit Committee).

( a ) The Company hereby employs Executive to serve as the Chief Financial Officer of the Company on the terms and conditions set forth herein . In such capacity , Executive shall have the responsibilities normally associated with such position , subject to the direction and supervision of the President and CEO of the Company and the Audit Committee of the Board of Directors ( the Board ) of the Company ( the Audit Committee ) .


(h)Other Benefits.Upon Executives termination pursuant to Sections 3(c) or (d), and, in the event that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, the Company shall pay Executive, in lump sum, one years COBRA

( h ) Other Benefits . Upon Executives termination pursuant to Sections 3 ( c ) or ( d ) , and , in the event that Executive and the Company execute ( and , if applicable , thereafter not revoke ) the Mutual Release , the Company shall pay Executive , in lump sum , one years COBRA


(C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or

( C ) any person or two or more persons acting in concert shall have acquired , by contract or otherwise , control over the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully-diluted basis ( and taking into account all such securities that such person or group has the right to acquire pursuant to any option right ) representing 51 % or more of the combined voting power of such securities ; or


(D) the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act ).< br/>

( D ) the Company sells or transfers ( other than by mortgage or pledge ) all or substantially all of its properties and assets to , another person or group ( as such terms are used in Sections 13 ( d ) and 14 ( d ) of the Exchange Act ) . & lt ; br / & gt ;


(a)Executive covenants that during Executives employment with the Company and for a period of two (2) years following the termination of Executives employment, for any reason, Executive will not, except with the prior written consent of the President and CEO, directly or indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a Competing Enterprise, which is defined as an entity whose operations are conducted within the ski industry in North America.For the sake of clarity, real estate companies which are not owned, directly or indirectly, by an entity in the ski industry are not considered a Competing Enterprise for the purposes of this Agreement, and an entity shall not be deemed to be in the ski industry solely by virtue of developing residential or lodging facilities which may be in or near ski areas or used in whole or part by skiers. The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the Exchange Act ), provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing.

( a ) Executive covenants that during Executives employment with the Company and for a period of two ( 2 ) years following the termination of Executives employment , for any reason , Executive will not , except with the prior written consent of the President and CEO , directly or indirectly own , manage , operate , join , control , finance or participate in the ownership , management , operation , control or financing of , or be connected as an officer , director , employee , partner , principal , agent , representative , consultant or otherwise with , or use or permit his name to be used in connection with , any business or enterprise that is engaged in a Competing Enterprise , which is defined as an entity whose operations are conducted within the ski industry in North America . For the sake of clarity , real estate companies which are not owned , directly or indirectly , by an entity in the ski industry are not considered a Competing Enterprise for the purposes of this Agreement , and an entity shall not be deemed to be in the ski industry solely by virtue of developing residential or lodging facilities which may be in or near ski areas or used in whole or part by skiers . The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent ( 5 % ) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 ( the Exchange Act ) , provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way , either directly or indirectly , manages or exercises control of any such corporation , guarantees any of its financial obligations , otherwise takes any part in its business ( other than exercising his rights as a shareholder ) , or seeks to do any of the foregoing .


(b) For purposes of this Section 6(b), Company Inventions means all ideas, processes, trademarks and service marks, inventions, discoveries, and improvements to any of the foregoing, that Executive learns of, conceives, develops or creates alone or with others during Executives employment with the Company (whether or not conceived, developed or created during regular working hours) that directly or indirectly arise from or relate to:(i) the Companys business, products or services; or (ii) work performed for the Company by Executive or any other Company employee, agent or contractor; or (iii) the use of the Companys property or time; or (iv) access to the Companys Confidential Information. Executive hereby assigns to the Company Executives entire right, title and interest in all Company Inventions, which shall be the sole and exclusive property of the Company whether or not subject to patent, copyright, trademark or trade secret protection.Executive also acknowledges that all original works of authorship that are made by Executive (solely or jointly with others), within the scope of Executives employment with the Company, and that are protectable by copyright, are works made for hire, as that term is defined in the United States Copyright Act ( 17 U.S.C. . 101 , et

( b ) For purposes of this Section 6 ( b ) , Company Inventions means all ideas , processes , trademarks and service marks , inventions , discoveries , and improvements to any of the foregoing , that Executive learns of , conceives , develops or creates alone or with others during Executives employment with the Company ( whether or not conceived , developed or created during regular working hours ) that directly or indirectly arise from or relate to : ( i ) the Companys business , products or services ; or ( ii ) work performed for the Company by Executive or any other Company employee , agent or contractor ; or ( iii ) the use of the Companys property or time ; or ( iv ) access to the Companys Confidential Information . Executive hereby assigns to the Company Executives entire right , title and interest in all Company Inventions , which shall be the sole and exclusive property of the Company whether or not subject to patent , copyright , trademark or trade secret protection . Executive also acknowledges that all original works of authorship that are made by Executive ( solely or jointly with others ) , within the scope of Executives employment with the Company , and that are protectable by copyright , are works made for hire , as that term is defined in the United States Copyright Act ( 17 U . S . C . . 101 , et


Wildwood, MO 630401123 Boland Place


St. Louis, MO 63117


Wildwood, MO63025120 S. Central Ave., Ste. 1420

Wildwood , MO63025120 S . Central Ave . , Ste . 1420


(a)This Agreement is intended to comply with Section409A of the Internal Revenue Code of 1986 , as amended (the Code) and related U.S. Treasury regulations or pronouncements (Section409A) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section409A.Any reference to an Executives termination of employment shall mean a cessation of the employment relationship between the Executive and the Company which constitutes a separation from service as determined in accordance with Section409A .

( a ) This Agreement is intended to comply with Section409A of the Internal Revenue Code of 1986 , as amended ( the Code ) and related U . S . Treasury regulations or pronouncements ( Section409A ) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section409A . Any reference to an Executives termination of employment shall mean a cessation of the employment relationship between the Executive and the Company which constitutes a separation from service as determined in accordance with Section409A .


(d)You hereby certify your understanding that you may revoke this Release, as it applies to you, within seven (7) days following execution of this Release and that this Release shall not become effective or enforceable until that revocation period has expired.Any revocation should be sent, in writing, to Peak Resorts, Inc., 17409 Hidden Valley Drive, Wildwood, MO63025 , with a copy to:David L. Jones, Esq., Sandberg Phoenix & von Gontard, P.C., 120 S. Central Ave., Ste. 1420, St. Louis, Missouri 63105.You also understand that, should you revoke this Release within the seven-day period, this Release, as it applies to you, would be voided in its entirety and the sums set forth in Executive Employment Agreement would not be paid or owed to you.

( d ) You hereby certify your understanding that you may revoke this Release , as it applies to you , within seven ( 7 ) days following execution of this Release and that this Release shall not become effective or enforceable until that revocation period has expired . Any revocation should be sent , in writing , to Peak Resorts , Inc . , 17409 Hidden Valley Drive , Wildwood , MO63025 , with a copy to : David L . Jones , Esq . , Sandberg Phoenix & amp ; von Gontard , P . C . , 120 S . Central Ave . , Ste . 1420 , St . Louis , Missouri 63105 . You also understand that , should you revoke this Release within the seven-day period , this Release , as it applies to you , would be voided in its entirety and the sums set forth in Executive Employment Agreement would not be paid or owed to you .


This Indemnification Agreement (Agreement) is entered into as of the 3rd day of October, 2017, by and between PEAK RESORTS, INC. , a Missouri corporation (the Corporation) and CHRISTOPHER J. BUB (Indemnitee), the Chief Financial Officer ( CFO ) of the Corporation.

This Indemnification Agreement ( Agreement ) is entered into as of the 3rd day of October , 2017 , by and between PEAK RESORTS , INC . , a Missouri corporation ( the Corporation ) and CHRISTOPHER J . BUB ( Indemnitee ) , the Chief Financial Officer ( CFO ) of the Corporation .


NOW THEREFORE, in consideration of Indemnitees service as CFO of the Corporation, the Corporation and Indemnitee hereby agree as follows:

NOW THEREFORE , in consideration of Indemnitees service as CFO of the Corporation , the Corporation and Indemnitee hereby agree as follows :


1. Agreement to Serve. Indemnitee agrees to continue to serve as CFO of the Corporation for so long as Indemnitee is duly appointed or until such time as Indemnitee tenders Indemnitees resignation in writing. However, this Agreement does not constitute either an employment contract or any commitment, express or implied, to cause Indemnitee to be appointed as CFO .The parties hereto adopt and incorporate the Executive Employment Agreement, dated October 3, 2017 , as if fully set forth herein. ---|---

1 . Agreement to Serve . Indemnitee agrees to continue to serve as CFO of the Corporation for so long as Indemnitee is duly appointed or until such time as Indemnitee tenders Indemnitees resignation in writing . However , this Agreement does not constitute either an employment contract or any commitment , express or implied , to cause Indemnitee to be appointed as CFO . The parties hereto adopt and incorporate the Executive Employment Agreement , dated October 3 , 2017 , as if fully set forth herein . - - - | - - -


(iii) To indemnify Indemnitee for any Expenses, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of 16(b) of the Securities Exchange Act of 1934 , the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state, or local statutory law; ---|---

( iii ) To indemnify Indemnitee for any Expenses , judgments , fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of 16 ( b ) of the Securities Exchange Act of 1934 , the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal , state , or local statutory law ; - - - | - - -


(a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as CFO of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full ---|--- * * *

( a ) The Corporation hereby covenants and agrees that , as long as Indemnitee continues to serve as CFO of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding , the Corporation , subject to subsection ( c ) of this section , shall maintain in full - - - | - - - * * *


(v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporations Certificate of Incorporation or Bylaws, the General Corporation and Business Law of the State of Missouri , or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. ---|---

( v ) Any and all Expenses , judgments , fines and penalties not indemnifiable pursuant to this Agreement , the Corporations Certificate of Incorporation or Bylaws , the General Corporation and Business Law of the State of Missouri , or the laws , rules or regulations of any other jurisdiction or state or federal agency whose laws , rules or regulations may be applicable . - - - | - - -


(d) Applicable Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of Missouri . ---|---

( d ) Applicable Law . This Agreement shall be governed by , and construed and interpreted in accordance with , the law of the State of Missouri . - - - | - - -


THIS AGREEMENT (this Agreement) is entered into as of this 6th day of October 2017 (the Effective Date), by and between MRI INTERVENTIONS, INC. , a Delaware corporation (the Company), and JOSEPH MICHAEL BURNETT (the Executive).

THIS AGREEMENT ( this Agreement ) is entered into as of this 6th day of October 2017 ( the Effective Date ) , by and between MRI INTERVENTIONS , INC . , a Delaware corporation ( the Company ) , and JOSEPH MICHAEL BURNETT ( the Executive ) .


fair market value or total voting power of the stock of the Company. A change in the effective control of the Company occurs on the date on which either (i) a person, or more than one person acting as a group, acquires ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board prior to the date of the appointment or election. A change in the ownership of a substantial portion of the assets of the Company occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Company, acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

fair market value or total voting power of the stock of the Company . A change in the effective control of the Company occurs on the date on which either ( i ) a person , or more than one person acting as a group , acquires ownership of stock of the Company possessing 30 % or more of the total voting power of the stock of the Company , taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition , or ( ii ) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board prior to the date of the appointment or election . A change in the ownership of a substantial portion of the assets of the Company occurs on the date on which any one person , or more than one person acting as a group , other than a person or group of persons that is related to the Company , acquires assets from the Company that have a total gross fair market value equal to or more than 40 % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions , taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition .


Exchange Act means the Securities Exchange Act of 1934 , as amended.

Exchange Act means the Securities Exchange Act of 1934 , as amended .


Termination of Employment means the termination of the Executives employment with the Company for reasons other than death or Permanent Disability. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executives employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination. A change in the Executives employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent ( 20% ) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period).

Termination of Employment means the termination of the Executives employment with the Company for reasons other than death or Permanent Disability . Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executives employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination . A change in the Executives employment status will not be considered a Termination of Employment if the Executive continues to provide services as an employee of the Company or in any other capacity at an annual rate that is twenty percent ( 20 % ) or more of the services rendered , on average , during the immediately preceding three full calendar years of employment ( or , if employed less than three years , such lesser period ) .


2.Employment; Services. The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Chief Executive Officer and President as of the Start Date and through the Term as provided in Section3(a) of this Agreement. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executives position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Companys affairs and the performance of his duties hereunder.

2 . Employment ; Services . The Company shall employ the Executive , and the Executive agrees to be so employed , in the capacity of the Chief Executive Officer and President as of the Start Date and through the Term as provided in Section3 ( a ) of this Agreement . The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executives position . The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Companys affairs and the performance of his duties hereunder .


(a)Base Salary. During the Term, the Company shall pay the Executive for his services a Base Salary of Three Hundred Sixty Thousand Dollars ( $360,000 ) per year, to be paid in accordance with customary Company policies. The Base Salary shall be subject to increase or decrease according to policies and practices adopted by the Compensation Committee or the Board, as the case may be; provided, however, that in no event (i) shall the Base Salary for any year be decreased by more than ten percent (10%) from the immediately preceding years Base Salary, and (ii) shall the Base Salary be less than Three Hundred Sixty Thousand Dollars ( $360,000 ).

( a ) Base Salary . During the Term , the Company shall pay the Executive for his services a Base Salary of Three Hundred Sixty Thousand Dollars ( $ 360 , 000 ) per year , to be paid in accordance with customary Company policies . The Base Salary shall be subject to increase or decrease according to policies and practices adopted by the Compensation Committee or the Board , as the case may be ; provided , however , that in no event ( i ) shall the Base Salary for any year be decreased by more than ten percent ( 10 % ) from the immediately preceding years Base Salary , and ( ii ) shall the Base Salary be less than Three Hundred Sixty Thousand Dollars ( $ 360 , 000 ) .


18.Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles thereof.

18 . Applicable Law . This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles thereof .


8. Disclosure of Inventions. Employee will promptly disclose to the Company all Inventions that Employee makes, conceives, reduces to practice or creates, either alone or jointly with others, during the period of his or her employment with the Company. In addition, Employee will disclose to the Company all patent applications filed by Employee within three (3) years after termination of employment with the Company.

8 . Disclosure of Inventions . Employee will promptly disclose to the Company all Inventions that Employee makes , conceives , reduces to practice or creates , either alone or jointly with others , during the period of his or her employment with the Company . In addition , Employee will disclose to the Company all patent applications filed by Employee within three ( 3 ) years after termination of employment with the Company .


(d)Company Product means any medical device, goods, products, product lines or services (i) that during the last one (1) year in which Employee was employed by the Company, Employee, or persons under Employees management, direction or supervision, performed research regarding, designed, developed, produced, manufactured, marketed, promoted, sold, solicited sales of, supported or serviced on behalf of the Company, or (ii) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information.

( d ) Company Product means any medical device , goods , products , product lines or services ( i ) that during the last one ( 1 ) year in which Employee was employed by the Company , Employee , or persons under Employees management , direction or supervision , performed research regarding , designed , developed , produced , manufactured , marketed , promoted , sold , solicited sales of , supported or serviced on behalf of the Company , or ( ii ) with respect to which Employee at any time received or otherwise obtained or learned Confidential Information .


6. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the state of Delaware , without giving any effect to that states conflict of laws principles.

6 . Governing Law . This Agreement will be governed by and construed in accordance with the internal laws of the state of Delaware , without giving any effect to that states conflict of laws principles .


(b) The Stock Option shall be a non-qualified stock option. The Stock Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986 , as amended (the Code). In order to comply with all applicable federal or state tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal, state or other taxes are withheld or collected from the Optionee. This Agreement is not subject to, and the Stock Option is not granted under, the Companys 2013 Incentive Compensation Plan, as amended and restated (the 2013 Plan).

( b ) The Stock Option shall be a non-qualified stock option . The Stock Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986 , as amended ( the Code ) . In order to comply with all applicable federal or state tax laws or regulations , the Company may take such action as it deems appropriate to insure that , if necessary , all applicable federal , state or other taxes are withheld or collected from the Optionee . This Agreement is not subject to , and the Stock Option is not granted under , the Companys 2013 Incentive Compensation Plan , as amended and restated ( the 2013 Plan ) .


As a condition to any transfer of Shares acquired upon exercise of the Stock Option, the Company may require an opinion of counsel, satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933 , as amended, or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws.

As a condition to any transfer of Shares acquired upon exercise of the Stock Option , the Company may require an opinion of counsel , satisfactory to the Company , to the effect that such transfer will not be in violation of the Securities Act of 1933 , as amended , or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws .


16.Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

16 . Governing Law . The validity , construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles .


THIS RESTRICTED SHARE AWARD AGREEMENT (this Agreement) is made effective as of the 7th day of November, 2017 (the Effective Date), by and between MRI INTERVENTIONS, INC. , a Delaware corporation (the Company), and JOSEPH MICHAEL BURNETT (the Grantee).

THIS RESTRICTED SHARE AWARD AGREEMENT ( this Agreement ) is made effective as of the 7th day of November , 2017 ( the Effective Date ) , by and between MRI INTERVENTIONS , INC . , a Delaware corporation ( the Company ) , and JOSEPH MICHAEL BURNETT ( the Grantee ) .


1\. Term of Employment . The Company hereby agrees to employ Executive under this Agreement, and Executive hereby accepts such employment, for the Term of Employment. The Term of Employment shall commence as of the Effective Date and shall end on the second (2nd)anniversary of the Effective Date (the Initial Term) unless terminated earlier by either Party in accordance with Section7 of this Agreement; provided, that, on the second anniversary of the Effective Date and each anniversary of the Effective Date thereafter, the employment period shall be extended by one year unless, at least ninety (90)days prior to such anniversary, the Company or Employee delivers a written notice (a Notice of Non-Renewal) to the other party that the employment period shall not be so extended (the Initial Term, as from time to time extended or renewed, the Term of Employment).

1 \ . Term of Employment . The Company hereby agrees to employ Executive under this Agreement , and Executive hereby accepts such employment , for the Term of Employment . The Term of Employment shall commence as of the Effective Date and shall end on the second ( 2nd ) anniversary of the Effective Date ( the Initial Term ) unless terminated earlier by either Party in accordance with Section7 of this Agreement ; provided , that , on the second anniversary of the Effective Date and each anniversary of the Effective Date thereafter , the employment period shall be extended by one year unless , at least ninety ( 90 ) days prior to such anniversary , the Company or Employee delivers a written notice ( a Notice of Non-Renewal ) to the other party that the employment period shall not be so extended ( the Initial Term , as from time to time extended or renewed , the Term of Employment ) .


5. Claw-Back. Notwithstanding any provision in this Agreement to the contrary, amounts payable hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under (A)the Policies or any claw-back policy adopted by the Company, (B)the Dodd-Frank Wall Street Reform and Consumer Protection Act , as amended, and rules, regulations, and binding, published guidance thereunder, which legislation provides for the clawback and recovery of incentive compensation in the event of certain financial statement restatements and (C)the Sarbanes-Oxley Act of 2002 . If pursuant to Section10D of the Securities Exchange Act of 1934 , as amended (the Act), the Company (or any of its Subsidiaries or Affiliates) would not be eligible for continued listing, if applicable, under Section10D(a) of the Act if it (or they) did not adopt policies consistent with Section10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation

5 . Claw-Back . Notwithstanding any provision in this Agreement to the contrary , amounts payable hereunder shall be subject to claw-back or disgorgement , to the extent applicable , under ( A ) the Policies or any claw-back policy adopted by the Company , ( B ) the Dodd-Frank Wall Street Reform and Consumer Protection Act , as amended , and rules , regulations , and binding , published guidance thereunder , which legislation provides for the clawback and recovery of incentive compensation in the event of certain financial statement restatements and ( C ) the Sarbanes-Oxley Act of 2002 . If pursuant to Section10D of the Securities Exchange Act of 1934 , as amended ( the Act ) , the Company ( or any of its Subsidiaries or Affiliates ) would not be eligible for continued listing , if applicable , under Section10D ( a ) of the Act if it ( or they ) did not adopt policies consistent with Section10D ( b ) of the Act , then , in accordance with those policies that are so required , any incentive-based compensation


Subject to (1)Executives signing a separation agreement and release in the form attached hereto as Exhibit A (with such changes as may be necessary due to applicable law) (the Release) within twenty-one (21)days or forty-five (45)days, whichever period is applicable under the ADEA (as defined in Exhibit A) following the Date of Termination, and not revoking the Release within seven (7)days of signing it, and (2)Executive being available to provide consulting services as are reasonably requested by the Company during the Start-Up Period, (A)the Company will continue to pay Executives Base Salary for the period commencing on the Date of Termination and continuing until the first anniversary of the end of the Initial Term, or if the Term of Employment has been automatically extended as provided for in Section1, continuing until the first anniversary of the Termination Date (the applicable period being hereafter referred to as the Severance Period and such payments being referred to as the Severance Payments), paid as set forth in (iii)below, (B)the Company will pay Executive a Pro-Rata Bonus, to be paid at the time the Company pays annual bonuses to its similarly situated active officers (but not later than March15 of the calendar year following ---|---|---

Subject to ( 1 ) Executives signing a separation agreement and release in the form attached hereto as Exhibit A ( with such changes as may be necessary due to applicable law ) ( the Release ) within twenty-one ( 21 ) days or forty-five ( 45 ) days , whichever period is applicable under the ADEA ( as defined in Exhibit A ) following the Date of Termination , and not revoking the Release within seven ( 7 ) days of signing it , and ( 2 ) Executive being available to provide consulting services as are reasonably requested by the Company during the Start-Up Period , ( A ) the Company will continue to pay Executives Base Salary for the period commencing on the Date of Termination and continuing until the first anniversary of the end of the Initial Term , or if the Term of Employment has been automatically extended as provided for in Section1 , continuing until the first anniversary of the Termination Date ( the applicable period being hereafter referred to as the Severance Period and such payments being referred to as the Severance Payments ) , paid as set forth in ( iii ) below , ( B ) the Company will pay Executive a Pro-Rata Bonus , to be paid at the time the Company pays annual bonuses to its similarly situated active officers ( but not later than March15 of the calendar year following - - - | - - - | - - -


| (iv) | Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the extent required by Section4980B of the Code and Section601 of the Employee Retirement Income Security Act of 1974 , as amended (which provisions are commonly known as COBRA ), neither the Company nor Executive shall have any additional obligations under this Agreement. ---|---|---

| ( iv ) | Except as otherwise provided in this Agreement , and except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable deferred compensation plans , and continuation of health insurance benefits on the terms and to the extent required by Section4980B of the Code and Section601 of the Employee Retirement Income Security Act of 1974 , as amended ( which provisions are commonly known as COBRA ) , neither the Company nor Executive shall have any additional obligations under this Agreement . - - - | - - - | - - -


8329 W. Sunset Road


(g) 409A Provisions. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section409A of the Internal Revenue Code of 1986 , as amended (the Code), or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a Specified Employee, any payments or benefits due upon a termination of Executives employment under any arrangement that constitutes a deferral of compensation within the meaning of Section409A of the Code and which do not otherwise qualify under the exemptions under Treasury Regulations Section1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treasury Regulations Section1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i)the date which is six (6)months after Executives separation from service (as defined in Section409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii)the date of Executives death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executives employment may only be made upon a separation from service as determined under Section409A of the Code and such date shall be the Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a deferral of compensation within the meaning of Section409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executives taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companys expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be exempt from, the provisions of Code Section409A.

( g ) 409A Provisions . Notwithstanding anything herein to the contrary , this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section409A of the Internal Revenue Code of 1986 , as amended ( the Code ) , or shall comply with the requirements of such provision . Notwithstanding any provision in this Agreement or elsewhere to the contrary , if Executive is a Specified Employee , any payments or benefits due upon a termination of Executives employment under any arrangement that constitutes a deferral of compensation within the meaning of Section409A of the Code and which do not otherwise qualify under the exemptions under Treasury Regulations Section1 . 409A-1 ( including without limitation , the short-term deferral exemption and the permitted payments under Treasury Regulations Section1 . 409A-1 ( b ) ( 9 ) ( iii ) ( A ) ) , shall be delayed and paid or provided on the earlier of ( i ) the date which is six ( 6 ) months after Executives separation from service ( as defined in Section409A of the Code and the regulations and other published guidance thereunder ) for any reason other than death , and ( ii ) the date of Executives death . Notwithstanding anything in this Agreement or elsewhere to the contrary , distributions upon termination of Executives employment may only be made upon a separation from service as determined under Section409A of the Code and such date shall be the Date of Termination for purposes of this Agreement . Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section409A of the Code . In no event may Executive , directly or indirectly , designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a deferral of compensation within the meaning of Section409A of the Code . All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section409A of the Code . To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive , any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executives taxable year following the taxable year in which the related expense was incurred ; provided , that , Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companys expense reimbursement policies . Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year . Notwithstanding any of the foregoing to the contrary , the Company and its officers , directors , employees , agents , and representatives make no guarantee that the terms of this Agreement complies with , or is exempt from , the provisions of Code Section409A , and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with , or be exempt from , the provisions of Code Section409A .


In consideration of and in accordance with the , 2017 Employment Agreement by and between John Payne , (Executive) and VICI Properties Inc. , with offices at VICI Properties Inc. , 8329 W. Sunset Road , Suite 210 Las Vegas, Nevada 89113 (together with its successors and assigns, the Company) ( Employment Agreement ), of which this Exhibit A is part, Executive hereby agrees as follows. All terms not defined in this Separation Agreement and Release (Separation Agreement) shall have the same meanings as those set forth in the Employment Agreement .

In consideration of and in accordance with the , 2017 Employment Agreement by and between John Payne , ( Executive ) and VICI Properties Inc . , with offices at VICI Properties Inc . , 8329 W . Sunset Road , Suite 210 Las Vegas , Nevada 89113 ( together with its successors and assigns , the Company ) ( Employment Agreement ) , of which this Exhibit A is part , Executive hereby agrees as follows . All terms not defined in this Separation Agreement and Release ( Separation Agreement ) shall have the same meanings as those set forth in the Employment Agreement .


to stock options, equity awards, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. 2000e , et seq., the Civil Rights Act of 1991 , the Civil Rights Act of 1866 , the Family and Medical Leave Act ( FMLA ), 29 U.S.C. 2601 , et seq., the Fair Labor Standards Act ( FLSA ), 29 U.S.C. 201 , et seq., the Equal Pay Act , 29 U.S.C. 206 (a) and interpretive regulations, the Americans with Disabilities Act ( ADA ), 42 U.S.C. 12101 , et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 ( COBRA ), the Occupational Safety and Health Act ( OSHA ) or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Rights Act ( USERRA ), 38 U.S.C. 4301-4333 , the Employee Retirement Income Security Act of 1974 ( ERISA ), 29 U.S.C. 301 , et seq., the Immigration Reform and Control Act of 1986 , 8 U.S.C. 1101 , et seq., or the Internal Revenue Code of 1986 , as amended, the Worker Adjustment and Retraining Notification Act ; all claims arising under the Sarbanes-Oxley Act of 2002 ( Public Law 107-204 ), including whistleblowing claims under 18 U.S.C. 1513 (e) and 1514A; the applicable state Wage and Hour Laws, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and other laws in place in New Orleans, Louisiana .

to stock options , equity awards , or other grants , awards , or warrants ; claims related to any tangible or intangible property of Executive that remains with the Company ; claims for retaliation , harassment or discrimination on the basis of race , color , sex , sexual orientation , national origin , ancestry , religion , age , disability , medical condition , marital status , gender identity , gender expression , or any other characteristic or criteria protected by law ; any claim under Title VII of the Civil Rights Act of 1964 ( Title VII , as amended ) , 42 U . S . C . 2000e , et seq . , the Civil Rights Act of 1991 , the Civil Rights Act of 1866 , the Family and Medical Leave Act ( FMLA ) , 29 U . S . C . 2601 , et seq . , the Fair Labor Standards Act ( FLSA ) , 29 U . S . C . 201 , et seq . , the Equal Pay Act , 29 U . S . C . 206 ( a ) and interpretive regulations , the Americans with Disabilities Act ( ADA ) , 42 U . S . C . 12101 , et seq . , the Consolidated Omnibus Budget Reconciliation Act of 1986 ( COBRA ) , the Occupational Safety and Health Act ( OSHA ) or any other health and / or safety laws , statutes , or regulations , the Uniformed Services Employment and Reemployment Rights Act ( USERRA ) , 38 U . S . C . 4301-4333 , the Employee Retirement Income Security Act of 1974 ( ERISA ) , 29 U . S . C . 301 , et seq . , the Immigration Reform and Control Act of 1986 , 8 U . S . C . 1101 , et seq . , or the Internal Revenue Code of 1986 , as amended , the Worker Adjustment and Retraining Notification Act ; all claims arising under the Sarbanes-Oxley Act of 2002 ( Public Law 107-204 ) , including whistleblowing claims under 18 U . S . C . 1513 ( e ) and 1514A ; the applicable state Wage and Hour Laws , and any and all other foreign , federal , state , or local laws , common law , or case law , including but not limited to all statutes , regulations , common law , and other laws in place in New Orleans , Louisiana .


(b) Executive may revoke this Separation Agreement within seven (7)days of Executives signing it by delivering a written notice of such revocation to Attn: General Counsel, VICI Properties Inc. , 8329 W. Sunset Road , Suite 210 Las Vegas, Nevada 89113 , (phone): (702)407-6000, via nationally recognized overnight carrier or email. If Executive revokes this

( b ) Executive may revoke this Separation Agreement within seven ( 7 ) days of Executives signing it by delivering a written notice of such revocation to Attn : General Counsel , VICI Properties Inc . , 8329 W . Sunset Road , Suite 210 Las Vegas , Nevada 89113 , ( phone ) : ( 702 ) 407-6000 , via nationally recognized overnight carrier or email . If Executive revokes this


7\. Entire Agreement. Except as otherwise specifically provided herein, this Separation Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, contains all the covenants, promises, representations, warranties, and agreements between the Parties with respect to Executives separation from the Company and all positions therewith; provided, however, that nothing in this Agreement shall supersede the Sections in the Employment Agreement identified in Paragraph 3 (Survival) of this Separation Agreement. Any modification of this Separation Agreement will be effective only if it is in writing and signed by Executive and the Chief Executive Officer or General Counsel of the Company.

7 \ . Entire Agreement . Except as otherwise specifically provided herein , this Separation Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof , contains all the covenants , promises , representations , warranties , and agreements between the Parties with respect to Executives separation from the Company and all positions therewith ; provided , however , that nothing in this Agreement shall supersede the Sections in the Employment Agreement identified in Paragraph 3 ( Survival ) of this Separation Agreement . Any modification of this Separation Agreement will be effective only if it is in writing and signed by Executive and the Chief Executive Officer or General Counsel of the Company .


John Payne | | ---|---|--- VICIPropertiesInc. | | ---|---|--- | By: | |


This EMPLOYMENT AGREEMENT , including the Exhibits attached hereto (this AGREEMENT) is made and entered into as of this 9th day of October, 2017 , by and between InsPro Technologies Corporation , a Delaware corporation (the CORPORATION), and David M. Anderson (the EXECUTIVE). Each of the Corporation and the Executive hereinafter may be referred to individually as a PARTY or collectively as the PARTIES.

This EMPLOYMENT AGREEMENT , including the Exhibits attached hereto ( this AGREEMENT ) is made and entered into as of this 9th day of October , 2017 , by and between InsPro Technologies Corporation , a Delaware corporation ( the CORPORATION ) , and David M . Anderson ( the EXECUTIVE ) . Each of the Corporation and the Executive hereinafter may be referred to individually as a PARTY or collectively as the PARTIES .


(b)On the first regularly scheduled meeting of the Board following the Commencement Date (as defined below), the Executive shall be appointed as a member of the Board. For as long as the Executive remains the Chief Executive Officer of the Corporation, the Corporation agrees to nominate the Executive as a member of the Board at each meeting of shareholders at which Board members are to be elected. The Executive shall serve in such capacity at no additional compensation.

( b ) On the first regularly scheduled meeting of the Board following the Commencement Date ( as defined below ) , the Executive shall be appointed as a member of the Board . For as long as the Executive remains the Chief Executive Officer of the Corporation , the Corporation agrees to nominate the Executive as a member of the Board at each meeting of shareholders at which Board members are to be elected . The Executive shall serve in such capacity at no additional compensation .


(a)Base Salary. The Corporation shall pay the Executive as compensation for his services hereunder a base salary of $380,000 per annum (including any future increases in base salary, the BASE SALARY) in accordance with the Corporations normal payroll practices but in no event less frequently than on a monthly basis.

( a ) Base Salary . The Corporation shall pay the Executive as compensation for his services hereunder a base salary of $ 380 , 000 per annum ( including any future increases in base salary , the BASE SALARY ) in accordance with the Corporations normal payroll practices but in no event less frequently than on a monthly basis .