iSpecimen Inc. (Form: 8-K, Received: 10/28/2022 16:07:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 24, 2022

iSpecimen Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40501		27-0480143
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

450 Bedford Street
Lexington, MA 02420

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 301-6700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ISPC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Overview

In a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2022 (the September 22^nd Form 8-K”), iSpecimen Inc. (the “Company”) reported that on September 19, 2022, the Board of Directors (the “Board”) of the Company received a notice of departure from Christopher Ianelli to vacate the positions of Chief Executive Officer and President of the Company, effective as of October 24, 2022, as a result of the non-renewal of his Executive Employment Agreement dated June 21, 2021. The September 22^nd Form 8-K also reported that on September 20, 2022, the Board received a similar notice of departure from Jill Mullan to vacate the position of Chief Operating Officer of the Company, effective as of October 24, 2022, as a result of the non-renewal of her Executive Employment Agreement dated June 21, 2021. As further reported in the September 22^nd Form 8-K, on September 21, 2022, pursuant to the mutual agreement of Dr. Ianelli and the Board, Dr. Ianelli vacated his positions as Chief Executive Officer and President of the Company. The Board appointed Tracy Curley, who, prior to such date, served as the Chief Financial Officer and Treasurer of the Company, as Interim Chief Executive Officer of the Company, effective immediately upon the termination of Dr. Ianelli as Chief Executive Officer and President of the Company. It was also reported that Ms. Curley was appointed to serve as Interim Chief Executive Officer until the Company appoints a new Chief Executive Officer and that she will also continue to serve as the Chief Financial Officer of the Company.

On October 24, 2022, the Company entered into a First Amended and Restated Executive Employment Agreement with Tracy Curley, the Interim Chief Executive Officer, Chief Financial Officer and Treasurer of the Company (the “Curley Amended Employment Agreement”), and a First Amended and Restated Executive Employment Agreement with Benjamin Bielak, the Chief Information Officer of the Company (the “Bielak Amended Employment Agreement”).

Dr. Ianelli’s employment with the Company and Ms. Mullan’s employment with the Company were each terminated on October 24, 2022. The Company entered into a Separation Agreement with Dr. Ianelli, dated October 24, 2022 (the “Ianelli Separation Agreement”) and a Separation Agreement with Ms. Mullan, executed on October 28, 2022 with an effective date of October 24, 2022 (the “Mullan Separation Agreement”), each in connection with the termination of their respective employment with the Company.

Employment Agreements

Curley Amended Employment Agreement

The Company entered into an employment agreement with Ms. Curley, effective as of June 21, 2021, which, by its terms, was to expire on June 21, 2022, but was extended until July 29, 2022 (the “Curley Initial Employment Agreement”). The Company entered into the Curley Amended Employment Agreement on October 24, 2022, continuing her employment as the Company’s Interim Chief Executive Officer and Chief Financial Officer until such date as her employment is either terminated by the Company or Ms. Curley, as provided under the terms of the Curley Amended Employment Agreement, and described in further detail below, or earlier terminated upon her death or disability.

Under the terms of the Curley Amended Employment Agreement, Ms. Curley is paid an annual base salary (“Base Salary”) of $350,000, which has been applied retroactively through June 21, 2022. Additionally, Ms. Curley is eligible for an annual discretionary bonus, solely within the determination of the Board, with a target of 50% of her then current base salary, based on the Company’s overall performance and her achieving certain measures described in the Curley Amended Employment Agreement (the “Curley Target Bonus”). The Curley Target Bonus for fiscal year 2022 will be pro-rated with a target of 25% of her Base Salary.

In addition to the Base Salary and Curley Target Bonus described above, the Company has agreed to recommend to the Board at the next meeting of the Board following the date of the Curley Amended Employment Agreement, the award to Ms. Curley of stock options (“Options”) for a term of 10 years and exercisable for up to 100,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), under the Company’s 2021 Equity Incentive Plan (the “Plan”), at an exercise price equal to not less than the fair market value of the Common Stock on the date of the grant of such award, if approved by the Board. These Options would vest over four years, vesting with respect to 25,000 shares of Common Stock on the first anniversary of the grant date and for 2,083 shares of Common Stock monthly thereafter, until fully vested, subject to Ms. Curley continuing to be employed by the Company on each applicable vesting date. The Options also fully vest upon a Change of Control (as such term is defined in the Plan), as more fully described in the Curley Amended Employment Agreement. Furthermore, if Ms. Curley retires from the Company at or after the age of 66, all unvested equity awards she possesses, upon such retirement, will automatically vest.

The Curley Amended Employment Agreement may be terminated either by the Company or Ms. Curley, with the following termination provisions. If the Company terminates the Curley Amended Employment Agreement for just cause (as such term is defined in the Curley Amended Employment Agreement) or if Ms. Curley terminates the Curley Amended Employment Agreement by giving 30 days’ advance notice (other than for Good Reason (as such term is defined in the Curley Amended Employment Agreement)), Ms. Curley will be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period with premium payments made by Ms. Curley, and (iii) other payments which may be required by law (the “Standard Termination Benefits”). If Ms. Curley terminates the Curley Amended Employment Agreement for Good Reason or the Company terminates the Curley Amended Employment Agreement without just cause, Ms. Curley is entitled to, in addition to the Standard Termination Benefits, (x) severance equal to 18 months of her then Base Salary (which will be reduced to 12 months of her then Base Salary, if such termination occurs more than one year after the Company appoints a new Chief Executive Officer and Ms. Curley no longer serves as Interim Chief Executive Officer) and (y) COBRA benefits for the period during which she receives severance payments, with the Company providing Ms. Curley with continuation coverage upon the same terms and conditions as if she were still an active employee of the Company. Such severance payments will be made in bi-weekly installments and Ms. Curley’s right to receive such payments is conditioned upon her executing and delivering to the Company a customary general release. In the event of a Change of Control (as such term is defined in the Curley Amended Employment Agreement), and a termination of Ms. Curley’s employment without just cause or her resignation for Good Reason, in either case, within 12 months after such Change of Control, Ms. Curley will be entitled to the Standard Benefits and 18 months of severance payments. Ms. Curley’s right to receive such payments is conditioned upon her executing and delivering to the Company a customary general release. In the event of the termination of the Curley Amended Employment Agreement, as a result of her death or disability, she will be entitled to the Standard Termination Benefits.

The Curley Amended Employment Agreement also contains customary noncompetition and non-solicitation covenants, provisions regarding the protection of confidential information and commitments to assign to use any inventions developed during Ms. Curley’s employment, which are contained in a separate First Restated Noncompetition, Nonsoliciation, Nondisclosure and Inventions Agreement between Ms. Curley and the Company, also dated October 24, 2022 (the “Curley Restrictive Covenants Agreement”).

The foregoing description of the terms of the Curley Amended Employment Agreement and the Curley Restrictive Covenants Agreement are qualified in their entirety by reference to the provisions of the Curley Amended Employment Agreement and the Curley Restrictive Covenants Agreement filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”), which are incorporated by reference herein.

Bielak Employment Agreement

We entered into an employment agreement with Mr. Bielak, effective as of June 21, 2021, which, by its terms, was to expire on June 21, 2022, but was extended until July 29, 2022 (the “Bielak Initial Employment Agreement”). The Company entered into the Bielak Amended Employment Agreement, on October 24, 2022, continuing his employment as the Company’s Chief Information Officer until such date as his employment is either terminated by the Company or Mr. Bielak, as provided under the terms of the Bielak Amended Employment Agreement and described in further detail below, or earlier terminated upon his death or disability.

Under the terms of the Bielak Amended Employment Agreement, Mr. Bielak is paid an annual Base Salary of $326,000, which has been applied retroactively through June 21, 2022. Additionally, Mr. Bielak is eligible for an annual discretionary bonus, solely within the determination of the Board, with a target of 40% of his then current base salary, based on the Company’s overall performance and his achieving certain measures described in the Bielak Amended Employment Agreement (the “Bielak Target Bonus”). The Bielak Target Bonus for fiscal year 2022 will be pro-rated with a target of 20% of his Base Salary.

In addition to the Base Salary and Bielak Target Bonus described above, the Company has agreed to award to Mr. Bielak Options for a term of 10 years and exercisable for up to 30,000 shares of Common Stock, under the Plan, at an exercise price equal to not less than the fair market value of the Common Stock on the date of the grant of such award. These Options vest over four years, vesting with respect to 7,500 shares of Common Stock on the first anniversary of the grant date and for 625 shares of Common Stock monthly thereafter, until fully vested, subject to Mr. Bielak continuing to be employed by the Company on each applicable vesting date.

The Bielak Amended Employment Agreement may be terminated either by the Company or Mr. Bielak, with the following termination provisions. If the Company terminates the Bielak Amended Employment Agreement for just cause (as such term is defined in the Bielak Amended Employment Agreement”) or if Mr. Bielak terminates the Bielak Amended Employment Agreement by giving 30 days’ advance notice (other than for Good Reason (as such term is defined in the Bielak Amended Employment Agreement)), Mr. Bielak will be entitled to the Standard Termination Benefits. If Mr. Bielak terminates the Bielak Amended Employment Agreement for Good Reason or the Company terminates the Bielak Amended Employment Agreement without just cause, Mr. Bielak is entitled to, in addition to the Standard Termination Benefits, (x) severance equal to 12 months of his then Base Salary, (y) a bonus payment equal to 40% of his then Base Salary, pro-rated based on the number of days Mr. Bielak was employed during the year of termination of his employment and (z) COBRA benefits for the period during which he receives severance payments, with the Company providing Mr. Bielak with continuation coverage upon the same terms and conditions as if he were still an active employee of the Company. Such severance payments will be made in bi-weekly installments and Mr. Bielak’ s right to receive such payments is conditioned upon his executing and delivering to the Company a customary general release.

The Bielak Amended Employment Agreement also contains customary noncompetition and non-solicitation covenants, provisions regarding the protection of confidential information and commitments to assign to use any inventions developed during Mr. Bielak’s employment, which are contained in a separate First Restated Noncompetition, Nonsoliciation, Nondisclosure and Inventions Agreement between Mr. Bielak and the Company, also dated October 24, 2022 (the “Bielak Restrictive Covenants Agreement”).

The foregoing description of the terms of the Bielak Amended Employment Agreement and the Bielak Restrictive Covenants Agreement are qualified in their entirety by reference to the provisions of the Bielak Amended Employment Agreement and the Bielak Restrictive Covenants Agreement filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Form 8-K, which are incorporated by reference herein.

Separation Agreements

Ianelli Separation Agreement

The Ianelli Separation Agreement was executed and entered into by Dr. Ianelli on October 24, 2022 (the “Ianelli Separation Date”). Dr. Ianelli has the right to revoke his execution of the Ianelli Separation Agreement on or prior to October 31, 2022 (the “Ianelli Revocation Period”), in which case the Ianelli Separation Agreement would be void and of no effect. Under the terms of the Ianelli Separation Agreement, Dr. Ianelli is entitled to the payment of all accrued salary earned through the Ianelli Separation Date, whether or not Dr. Ianelli revokes his execution of the Ianelli Separation Agreement. Dr. Ianelli is also entitled to the following additional benefits, provided that he does not revoke his execution of the Ianelli Separation Agreement during the Ianelli Revocation Period:

(i)             Severance equal to 12 months of his base salary for a total of $350,000, which is payable in 12 equal monthly payments beginning on the first regular payroll date after the Ianelli Separation Date.

(ii)            Payment by the Company for all COBRA health and dental insurance premiums for the entire period for which Dr. Ianelli is eligible for COBRA benefits; provided, however, that he is required to notify the Company if he becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA benefits, upon which the Company shall no longer be required to pay for such COBRA benefits.

(iii)           Vesting of Restricted Stock Units (“RSU’s), for 13,021 shares of the 31,250 shares of Common Stock which were unvested as of the Separation Date, was accelerated with Dr. Ianelli being entitled to the issuance of 13,021 shares of Common Stock, provided that he is required to pay all applicable taxes in connection with the vesting of those RSUs.

Dr. Ianelli will continue to serve on the Board for as long as he continues to be elected to the Board, unless he resigns or is removed sooner.

The Ianelli Separation Agreement also requires Dr. Ianelli to comply with his continuing obligations under the Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement executed by Dr. Ianelli on June 21, 2021, the form of which was filed as an exhibit to the form of Dr. Ianelli’s Executive Employment Agreement filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-250198), which was declared effective by the Commission on June 16, 2021. The Ianelli Separation Agreement also contains customary mutual releases by Dr. Ianelli and the Company, which will not become effective in the event that Dr. Ianelli revokes his execution of the Ianelli Separation Agreement, during the Ianelli Revocation Period.

The foregoing description of the terms of the Ianelli Separation Agreement are qualified in their entirety by reference to the provisions of the Ianelli Separation Agreement filed as Exhibit 10.5 to this Form 8-K, which is incorporated by reference herein.

Mullan Separation Agreement

The Mullan Separation Agreement was executed by Ms. Mullan and the Company on October 28, 2022, with an effective date of October 24, 2022 (the “Separation Date”). Ms. Mullan has the right to revoke her execution of the Mullan Separation Agreement on or prior to November 4, 2022 (the “Mullan Revocation Period”), in which case the Mullan Separation Agreement would be void and of no effect. Under the terms of the Mullan Separation Agreement, Ms. Mullan is entitled to the payment of all accrued salary earned through the Mullan Separation Date, whether or not Ms. Mullan revokes her execution of the Mullan Separation Agreement. Ms. Mullan is also entitled to the following additional benefits, provided that she does not revoke her execution of the Mullan Separation Agreement during the Mullan Revocation Period:

(i)             Severance equal to 12 months of his base salary for a total of $325,000, which is payable in 12 equal monthly payments beginning on the first regular payroll date after the Mullan Separation Date.

(ii)            Payment by the Company for all COBRA health and dental insurance premiums for the entire period for which Ms. Mullan is eligible for COBRA benefits; provided, however, that she is required to notify the Company if she becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA benefits, upon which the Company shall no longer be required to pay for such COBRA benefits.

(iii)           Vesting of Restricted Stock Units (“RSU’s), for 13,021 shares of the 31,250 shares of Common Stock which were unvested as of the Separation Date, was accelerated with Ms. Mullan being entitled to the issuance of 13,021 shares of Common Stock, provided that she is required to pay all applicable taxes in connection with the vesting of those RSUs.

Ms. Mullan will continue to serve on the Board for as long as she continues to be elected to the Board, unless she resigns or is removed sooner.

The Mullan Separation Agreement also requires Ms. Mullan to comply with her continuing obligations under the Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement executed by Ms. Mullan on June 21, 2021, the form of which was filed as an exhibit to the form of Ms. Mullan’s Executive Employment Agreement filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-250198), which was declared effective by the Commission on June 16, 2021. The Mullan Separation Agreement also contains customary mutual releases by Ms. Mullan and the Company, which will not become effective in the event that Ms. Mullan revokes her execution of the Mullan Separation Agreement, during the Mullan Revocation Period.

The foregoing description of the terms of the Mullan Separation Agreement are qualified in their entirety by reference to the provisions of the Mullan Separation Agreement filed as Exhibit 10.6 to this Form 8-K, which is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 27, 2022, Margaret H. Lawrence informed the Board of her intention to resign as a director of the Company effective November 15, 2022. Her resignation was for personal reasons and was not due to any disagreement with the Company.

Item 9.01.	Financial Statements and Exhibits.

(d)	Exhibits.

10.1+	First Amended and Restated Executive Employment Agreement, dated October 24, 2022, by and between Tracy Wilson Curley and iSpecimen Inc.
10.2	First Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement, dated October 24, 2022, by and between Tracy Wilson Curley and iSpecimen Inc.
10.3+	First Amended and Restated Executive Employment Agreement, dated October 24, 2022, by and between Benjamin Bielak and iSpecimen Inc.
10.4	First Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement, dated October 24, 2022, by and between Benjamin Bielak and iSpecimen Inc.
10.5+	Separation Agreement, dated October 24, 2022, by and between Christopher Ianelli and iSpecimen Inc.
10.6+	Separation Agreement effective October 24, 2022, by and between Jill Mullan and iSpecimen Inc.
104	Cover Page Interactive Data File

+ Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 28, 2022

	iSPECIMEN INC.

	By:	/s/ Tracy Curley
		Name: Tracy Curley
		Title: Interim Chief Executive Officer

Exhibit 10.1

iSpecimen, Inc.

FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) made as of this 24 day of October, 2022, between Tracy Wilson Curley (the “Executive”), and iSpecimen, Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”).

Whereas, the Board of Directors of the Company believes it to be to its advantage to ensure that the Executive render services as a senior executive officer of the Company as hereinafter provided;

Whereas, the Executive’s position requires that Executive be trusted with extensive confidential information and trade secrets of the Company and that Executive develop a thorough and comprehensive knowledge of all details of the Company’s business to improve and extend the business; and

Whereas, unless stated herein otherwise, the parties intend for this Agreement to replace and supersede all other agreements and understandings relating hereto.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.            Title, Position & Responsibilities. The Executive shall serve, simultaneously, as the Interim Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company. The Executive shall have the powers, duties and responsibilities typically availed to a CEO and CFO of a similar enterprise, at a similar stage of commercial development, and with similar financial and operational resources to the Company. The Executive shall exercise such powers and comply with and perform such directions and duties regarding the business, operations and affairs of the Company as are consistent with such executive positions as may from time to time be vested in or given to Executive by the Board of Directors of the Company (the “Board”), and consistent with the roles, responsibilities and duties of such an executive positions, and the Executive shall use all commercially reasonable, diligent and faithful efforts to improve, enhance and extend the business of the Company. The Executive, as CEO, shall at all times report to, and Executive’s activities shall at all times be subject to the direction and control of the Board of Directors. Upon the installation of a CEO other than Executive, as CFO, Executive shall at all times report to, and her activities shall be at all times be subject to the direction and control of any successor CEO. The Executive agrees to devote substantially all of Executive’s available business time, attention and services to the discharge of Executive’s duties for the best interests of the Company and its stockholders. The roles, tasks and responsibilities of the Executive as CEO and CFO are set forth on Exhibits A and B, respectively.

The Executive may engage in outside business and charitable activities (“Outside Activities”) that do not conflict with Executive’s duties to the Company, or otherwise impact the Executive’s services to the Company. In order for the Board to determine in good faith whether Executive’s Outside Activities comply with this paragraph, the Executive shall disclose in advance all Outside Activities to the Company.

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2.            Compensation: Salary, Bonuses & Other Benefits. During the term of this Agreement, the Company shall pay the Executive the following compensation, including the following annual salary, bonuses and other fringe benefits:

(A)         Base Salary. In consideration of the services to be rendered by the Executive to the Company under this Agreement as CEO and CFO, the Company will pay to the Executive an annual base salary of $350,000, payable on a bi-weekly basis, and otherwise in conformity with the Company’s customary practices and policies for the compensation of other senior officers, as such practices shall be established or modified from time to time (the “Base Salary”). Upon the installation of any successor CEO, Executive’s Base Salary will remain at $350,000. It is the expressed intention of the Company and Executive that, upon the installation of a successor CEO, Executive shall remain the in the position of CFO, subject to the termination provisions of section 5, herein.

The Company and Executive intend for the $350,000 Base Salary rate described in Section 2(A) to apply retroactively from June 21, 2022. Accordingly, within 30 days of execution of this Agreement, the Company shall pay to the Executive a lump sum equal to the difference between the Base Salary and Executive’s annual minimum base salary immediately prior to the execution of this Agreement, pro-rated for the number of days between June 21, 2022, and the date hereof.

Salary payments shall be subject to all applicable federal and state withholding, payroll and other taxes, in conformity with the Company’s prevailing practices. Executive’s performance and annual base salary shall be reviewed in January of each calendar year by the compensation committee of the Board; provided, however, subject to paragraph 5(D), the base salary payable hereunder shall at no time be less than the Executive’s then current Base Salary.

(B)         Target Bonus. Except as stated herein, Executive shall be eligible for a discretionary annual cash bonus (the “Annual Bonus”), with an individual incentive target of 50% of Executive’s then current Base Salary (the “Target”). The actual amount of Employee’s Annual Bonus shall be determined, at the reasonable discretion of the Board, on the basis of the Company’s overall performance during applicable calendar year and Employee’s achievements of certain measures (the “Annual Bonus Measures”) during that calendar year, as set forth in Exhibit D. For calendar year 2022, Executive’s Annual Bonus shall be prorated to reflect a bonus evaluation period that covers Company performance and Executive achievement during the last six (6) calendar months of 2022 only, such that Executive’s Target for calendar year 2022 shall be 25% of Executive’s then current Base Salary. Any Annual Bonus earned by Executive for a particular calendar year shall be payable in a lump sum, less required taxes and deductions, on or before March 15 of the following calendar year.

(C)         Reimbursement of Expenses; Fringe Benefits. The Executive will be promptly reimbursed for all of Executive’s business-related travel, lodging and entertainment expenses in accordance with the Company’s prevailing policy for executive officers. The Company shall also reimburse Executive with all costs associated with maintaining Executive’s Certified Public Accountant license, including annual license fees and the tuition costs for any continuing education courses required to maintain such license. Upon its receipt of an invoice from her counsel, the Company shall also reimburse Executive for her counsel fees incurred in the negotiation and drafting of this Agreement and for any subsequent modifications or amendments to this Agreement. The Executive will participate on the same basis with all other officers and employees of the Company in the Company’s standard benefits package made generally available to all other officers and Executives, including 401(k) (if available), group health, long-term and short-term disability and life insurance programs, and other fringe benefits as may be adopted by the Company from time to time. Nothing herein shall restrict the Company from modifying or eliminating any Company benefit program, health plan or other fringe benefit at any time.

(D)         Equity Participation. As specific consideration for the non-competition covenants contained in the Restated Restrictive Covenant Agreement discussed below, the Company will recommend to its Board of Directors that, at the next meeting of the Board of Directors, Executive be granted an option to purchase 100,000 shares of the Company’s common stock (with an exercise price equal to not less than the current fair market value of the common stock as determined by the Board on the date of the grant (the “Option”). Provided the Executive continues to provide the Services to the Company on the applicable vesting date, the Option shall vest over a four (4) year period, with the first 25% of the shares granted pursuant to the Option vesting on the first anniversary of the Vesting Commencement Date (as defined below) and the remaining shares granted pursuant to the Option vesting in equal monthly installments over the following 36 months, such that one hundred percent (100%) of the shares shall be vested on the fourth anniversary of the Vesting Commencement Date. For purposes of the Option, the “Vesting Commencement Date” shall be the Effective Date of this Agreement.

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The Options described in this Section 2(E) shall be subject to the terms and conditions (including forfeiture terms) contained in Company’s 2021 Equity Incentive Plan (the “Plan”) and related agreements. The Options shall also be subjected to “double-trigger” accelerated vesting (e.g., in the event of a Change in Control (as defined in the Plan), 100% of any unvested options shall immediately vest upon Executive’s termination without “Cause” or resignation for “Good Reason” (as the terms “Cause” and “Good Reason” are defined in the Plan), provided that such termination without “Cause” or resignation for “Good Reason” occurs within twelve months following such Change in Control. Executive’s ability to vest and exercise the Options, as described above, shall be contingent on Executive executing grant agreements to be presented to Executive.

The Board contemplates providing Executive with additional, annual equity awards based on mutually agreed upon targets. Any such additional awards shall be at the discretion of the Board.

In addition, the equity award described in this Section 2(E) is not intended to disturb any prior equity awards provided to Executive. For the avoidance of doubt, nothing in this Agreement is intended to disturb the Restricted Stock Unit Agreement entered into by the Company and Executive on June 21, 2021 (the “RSU Agreement”) or the Performance Share Unit Agreement entered into by the Company and Executive on June 21, 2021 (the “PSU Agreement”), and the Company acknowledges that the RSU Agreement and PSU Agreement remain operative, and that such agreements are incorporated by reference into this Agreement.

Executive acknowledges that it is prudent to seek advice from her tax advisor concerning the tax risks of accepting an award of the Options.

(E)         Key Person Insurance. The Company may maintain, at its option and expense, Key Person Life Insurance (the "Policy") on the life of Executive for the benefit of the Company with a benefit of $2,000,000. The Executive’s signature to this Agreement constitutes Executive's written consent to being insured under the Policy. The Executive shall make all necessary applications, submit to physical examinations and otherwise cooperate with the Company with respect to the purchase of the policy.

4.            Term. The term of this Agreement shall commence on the date first above written and shall terminate on the earlier to occur of (i) the death or disability of the Executive, or (ii) the occurrence of any of the circumstances described in Section 5 hereof (the “Termination Date”). In the event of death or disability, the Executive or the Executive’s estate, as applicable, shall receive payment of all unpaid or accrued salary, earned or accrued bonuses, and the vesting of the stock or other equity participation then held by the Executive, but pro-rated until the date of termination.

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Notwithstanding the above, Executive shall be, at all times, an “at-will” employee of the Company. Accordingly, the employment relationship between the Executive and the Company may be terminated, by either the Company or the Executive, at any time for any reason, subject to the employment termination provisions set forth in Section 5 below.

5.            Termination. The Executive’s term of employment under this Agreement may be terminated as follows:

(A)         At the Election of the Company for Just Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment hereunder for just cause at any time during the term of this Agreement, subject in all instances to the terms and conditions of and compliance with the provisions of this Section 5. Termination of the Executive’s employment by the Company shall constitute a termination for “just cause” under this Section if such termination is for one or more of the following causes: (i) the material failure of Executive to render services to the Company in accordance with Executive’s assigned duties and responsibilities and consistent with Executive’s title, roles and responsibilities under this Agreement, as reasonably determined by the Board; (ii) intentional misconduct or gross negligence committed by the Executive in connection with the performance of Executive’s assigned duties or breach of the material terms of this Agreement or the other agreements executed in connection with this Agreement; (iii) the conviction of the Executive (or plea of guilty or nolo contendere to) of a felony either in connection with the performance of Executive’s duties and responsibilities to the Company, or which adversely affects the Executive's ability to perform such duties and responsibilities, or which otherwise adversely affects the business activities, reputation, goodwill or image of the Company; (iv) the commission by Executive of an act of fraud, embezzlement, or the deliberate disregard of the material policies or practices of the Company (including but not limited to employment discrimination or harassment), which results in loss, damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company; (v) the unauthorized disclosure by Executive of any trade secret or confidential information of the Company or any of its clients or customers, which results in damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company or its clients or customers; (vi) the willful commission by Executive of an act which constitutes unfair competition with the Company; (vii) the use of illegal drugs or controlled substances that materially interferes with the performance by Executive of the duties or obligations delegated to Executive as a senior executive of the Company, or which results in damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company or its customers; (viii) the material failure by the Executive to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Executive’s cooperation; or (ix) the repeated or continued absence from the performance of work during normal business hours for reasons other than permitted absence pursuant to applicable law. Furthermore, in all instances under subsections (i), (ii), (viii) and (ix) hereinabove, the Company may not terminate Executive without first providing Executive with written notice of the basis for exercising its rights to terminate for just cause, and an opportunity of not less than thirty (30) days for the Executive to substantially cure such grounds for termination to the Board’s reasonable satisfaction.

In the event of any such termination for just cause above, the Executive shall be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits, provided Executive makes the appropriate voluntary contribution payments, and subject to applicable law and the then-prevailing requirements of the Company’s health and insurance plans then in effect, and (iii) no other severance or other compensation benefits, other than payments which are required by law to be provided to all terminated employees.

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(B)         Voluntary Termination. The Executive may voluntarily terminate Executive’s employment at any time during the term of this Agreement by providing the Company with thirty (30) days prior notice of termination. In the event of any such voluntary termination, the Executive shall be entitled to (i) earned but unpaid salary and bonuses (including any earned Annual Bonus that remains unpaid as of the date of termination)( the “Accrued Obligations”), (ii) COBRA benefits for the applicable statutory period, with Executive being responsible for the full premium amount for such COBRA coverage, provided Executive makes the appropriate voluntary premium contribution payments, and subject to applicable law and the then-prevailing requirements of the Company’s health and insurance plans then in effect, and (iii) no other severance or other compensation benefits, other than payments which are required by law to be provided to all terminated employees.

(C)         At the Election of the Company for Reasons Other Than Just Cause. The Company may terminate the Executive’s employment hereunder at any time during the term of this Agreement “without cause” by giving not less than thirty (30) days’ prior written notice to the Executive of the Company’s election to terminate. During such notice period, the Executive will be available on a full-time basis for the benefit of the Company to assist the Company in matters relating to a transition of the Executive’s duties and responsibilities. In the event the Company exercises its right to terminate the Executive under this Section while Executive is serving as CEO, or within one year after the installation of a successor CEO, the Company agrees to pay the Executive (i) salary continuation payments for the period of eighteen (18) months (the “Salary Continuation Period”), at the Executive’s then current base salary rate, (ii) Annual Bonus earned but unpaid as of the termination date, and (iii) COBRA benefits for the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. The Salary Continuation Period will decrease to twelve (12) months if Executive is terminated hereunder more than one year after the installation of a successor CEO.

Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes an enforceable non-compete consistent in scope with the non-competition covenant contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to this Section 5(D) shall not commence until the later calendar year.

(D)         Termination by Executive for Good Reason. The Executive may also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to amounts below the amounts set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive to a location outside of an 35-mile radius from Lexington, Massachusetts; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company has not remedied the event allegedly constituting Good Reason within such 45 day period. For the avoidance of doubt, the Company’s change or cessation of Executive’s duties, responsibilities, and title as CEO (by contrast to her duties, responsibilities and title as CFO) shall not constitute Good Reason hereunder.

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In the event of any termination for Good Reason, the Executive shall be entitled to (i) salary continuation payments for the aforementioned Salary Continuation Period, at the Executive’s then current base salary rate, (ii) any Annual Bonus earned but unpaid as of the termination date, and (iii) COBRA benefits for the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes.

(E)         Termination Upon a Change of Control. In the event that the Company, or its successor or assignee, terminates Executive's employment without Cause or Executive resigns for Good Reason within twelve (12) months following the effective date of a Change in Control, then Executive shall be entitled to the Accrued Obligations and, Executive shall be entitled to receive Salary Continuation Payments for a period of eighteen (18) months.

For purposes of this Agreement, a Change in Control shall mean a change in ownership or control of the Company effected through any of the following transactions:

(i)

a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor Company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction:

(ii)

a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company; or

(iii)

the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders.

Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes an enforceable non-competition covenant consistent in scope with the non-competition covenant contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to this Section 5(D) shall not commence until the later calendar year.

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6.            Equity Acceleration Upon Retirement. Upon the occurrence of a Retirement Event, all unvested stock, stock options, restricted stock awards, long term incentive plan benefits and any other equity awards or benefits that are subject to vesting based upon the continued employment of the Executive shall automatically become vested, unrestricted and/or exercisable, as the case may be (‘‘Accelerated Vesting”). For purposes of this Section 6, a “Retirement Event" shall mean Executive’s voluntary separation from the Company at or after the age of 66.

7.            280G. If all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with any other payment or benefit which you receive or are entitled to receive from the Company or an affiliate, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, notwithstanding anything in this Agreement or any other agreement or plan to the contrary, you shall be entitled to receive: (A) the amount of such payments or benefits, reduced such that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (B) if the amounts otherwise payable hereunder and under any other agreement or plan of the Company or its subsidiaries (without regard to clause (A)), reduced by all taxes applicable thereto (including, for the avoidance of doubt, the excise tax imposed by Section 4999 of the Code), would be greater than the Limited Amount reduced by all taxes applicable thereto, the amounts otherwise payable hereunder. All determinations under this Section 6 shall be made by an accounting, consulting or valuation firm selected, and paid for, by the Company.

8.            Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement. In connection with Executive’s employment by the Company pursuant to the terms of this Agreement, and in consideration for the Equity Award provided in paragraph 2(E) of this Agreement, the Executive shall reconfirm the Company’s standard form of Noncompetition, Nonsolicitation, Confidentiality and Invention Assignment Agreement (the “Restated Restrictive Covenant Agreement”) attached as Exhibit B. Such Restated Restrictive Covenant Agreement is an essential part of the subject matter of this Agreement and is incorporated by reference. The Executive hereby confirms, acknowledges the terms of the Restated Restrictive Covenant Agreement, and hereby agrees to the restrictive covenants set forth therein. Any breach by the Executive of the material covenants of the Restated Restrictive Covenant Agreement shall be deemed a material breach by the Executive of this Agreement.

9.            Governing Law; Injunctive Relief. This Agreement and the Restrictive Covenant Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and shall be deemed to be performable in such state. The Executive acknowledges that the breach or threatened breach of any of the provisions of this Agreement or the Restrictive Covenant Agreement would give rise to irreparable injury to either party, which injury would be inadequately compensable in money damages. Accordingly, in the event of any breach, either party may seek and obtain a restraining order and/or injunction prohibiting the breach or threatened breach of any provision, requirement or covenant of this Agreement or the Restrictive Covenant Agreement, in addition to and not in limitation of any other legal remedies which may be available, and without the necessity of posting a bond or other surety.

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10.         Severability. In case any one or more of the provisions contained in this Agreement or the Restrictive Covenant Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the Restrictive Covenant Agreement. In such event this Agreement or the Restrictive Covenant Agreement, as the case may be, shall be construed, revised, modified and reformed to the maximum extent possible to give effect to the purposes set forth herein and in the Restrictive Covenant Agreement.

11.          Waivers and Modifications. This Agreement may be modified, and the rights and remedies of any provision hereof may be waived, only in accordance with this Section. No modification or waiver by the Company shall be effective without the consent of the Executive. No waiver by either party of any breach by the other party of any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement and the Restrictive Covenant Agreement set forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

12.          Assignment. The Executive acknowledges that the services to be rendered by Executive are unique and personal in nature. Accordingly, the Executive may not assign any of Executive’s rights or delegate any of Executive’s duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company, including any successor to the Company’s capital stock or assets by reason of a change in control, merger or other acquisition of the Company.

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13.          Arbitration. Any controversy, dispute, claim or breach arising out of or relating to this Agreement, including claims for injunctive relief, shall be submitted to and resolved by arbitration under the General Commercial Rules of the American Arbitration Association (“AAA”). The Arbitrator shall be appointed by the AAA in accordance with the processes for such appointment established by the AAA. However, the Arbitrator shall be a licensed attorney with not less than fifteen years practice experience. The decision of such Arbitrator shall be final and binding on the parties. Such arbitration shall be held in Boston, Massachusetts, and the judgment upon the award rendered shall be entered by consent in any court having jurisdiction. The Arbitrator shall have the right but not the obligation to assess attorneys’ fees, costs and expenses associated with the arbitration, in the Arbitrator’s sole discretion. In the event of any conflict between the arbitration rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. The Arbitrator shall be required to (i) materially follow the substantive rules of applicable law, (ii) accompany the award with findings of fact and a statement of reasons for the decision. The Arbitrator shall have the authority to permit discovery for no more than sixty days, to the extent deemed appropriate by the Arbitrator, upon reasonable request of a party. One fact witness deposition shall be allowed by each of the Company and the Executive, for one full day; any other depositions shall be allowed only with approval of the Arbitrator. The Arbitrator shall have no power or authority to address or resolve any issue not submitted by the parties. The Arbitrator shall have the power to grant emergency and injunctive relief as provided in the AAA rules (without the necessity of a party posting a bond) in the event a party has violated the terms of this Agreement or the Restrictive Covenant Agreement, but no authority to award punitive and/or exemplary damages. The matter shall be heard within one hundred fifty (150) days of the filing of the demand and the award issued within fourteen (14) days of the closing of the hearing. Notwithstanding the foregoing, at any time prior to the commencement of an arbitration proceeding, a party may resort to the courts of the Commonwealth of Massachusetts to seek injunctive relief only; the parties’ consent to the jurisdiction and venue in the Massachusetts court of competent subject matter jurisdiction in Suffolk County, Massachusetts, for the purpose of pursuing injunctive relief prior to the filing by any party of an arbitration demand.

{Signature Page on Following Page}

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iSpecimen, Inc.

EXECUTIVE EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed, as an instrument under seal, this Executive Employment Agreement as of the date first above written.

iSpecimen, Inc.

By:	/s/ Steven Gullans

Title:	Board Director, Chairman Compensation Committee

Executive: TRACY WILSON CURLEY

/s/ Tracy Curley
Signature of Executive

3B Seaglass Lane
Street

Glouster	MA	01930
City	State	Zip

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Exhibit 10.2

iSpecimen, Inc.

FIRST RESTATED NONCOMPETITION, NONSOLICITATION, NONDISCLOSURE AND INVENTIONS AGREEMENT

The undersigned, TRACY WILSON CURLEY, in consideration for and as a condition of employment as a senior executive officer (the “Executive”) of iSpecimen, Inc. (the “Company”), or for receiving stock or options, or any other form of compensation, salary, bonus, benefit or fringe benefits from or in the Company, and in connection with executing an Employment Agreement with the Company, hereby agrees with the Company as follows:

1.            Noncompetition Covenant. During the period of service relationship with the Company and for the one (1) year period following the termination of such service relationship for Cause (as defined in the Executive’s Employment Agreement) or by reason of Executive’s resignation from service, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company, compete with the Company’s Business, as it is constituted on the date of termination of Executive’s relationship with the Company, in the geographic areas where the Executive provided services to the geographic areas in which the employee provided services or had a material presence or influence during the two (2) year period preceding the end of such Executive’s employment, without the Company’s prior written consent. The parties agree that nature and scope of Executive’s service relationship to the Company requires that the Executive have a material presence and influence in all geographic locations in which the Company conducts business activities and markets its good and services, including, but not limited to, the entirety of the United States. Accordingly, the parties acknowledge that the geographic scope of the non-competition restrictions set forth in this section 3B includes, at least, the entire United States.

For purpose of this Section 1, the “Company’s Business” shall mean: the development, sales, marketing, distribution and commercial exploitation of products or services, including software and web-based applications and products that link electronic medical records and clinical laboratory specimens (the “Proprietary Technology”), for the collection of biospecimens from hospitals, clinical laboratories, and similar institutions (the “Partners”) primarily for distribution and sale to research organizations, academic institutions, government facilities, biopharmaceutical, and diagnostic companies and similar organizations and entities (the “Customers”).

The restrictions set forth in this Section 1 shall not take effect until ten (10) business days after the Effective Date of this Agreement (the “Noncompete Effective Date”). Executive acknowledges and agrees that the Company provided Executive with notice of the restrictions set forth in Section 3B at least ten (10) business days before the Noncompete Effective Date.

Executive also acknowledges that Executive has been informed, pursuant to Mass. Gen. L. c. 149, § 24L (the “Act”), that Executive has the right to consult with an attorney before signing this Agreement.

In exchange for the promises contained in this Section 1: the Company, subject to the approval of its Board of Directors where applicable, shall grant the Executive the Equity Award described in paragraph 2(E) of the Executive Employment Agreement (the “Consideration Payment”), which the parties hereto agree is “mutually-agreed upon consideration” as defined in the Act.

2.            Non-solicitation Covenant. During the period of service relationship with the Company and for the one (1) year period following the termination of such service relationship (for any reason) (the “Restricted Period”), the Executive will not directly or indirectly either for herself or for any other commercial enterprise, solicit, divert or take away or attempt to solicit, divert or take away, any of the Company’s Customers, business or prospective Customers in existence at the time of termination of such employment for the benefit of any enterprise which may be competitive to the Business of the Company, whether directly or indirectly. For purposes of this Agreement, “prospective Customers” shall include those customers being solicited by the Company at the time of the Executive’s termination. During such employment with the Company and for a period of one (1) year thereafter, the Executive will not solicit or discuss with any employee, advisor or consultant of the Company the recruitment, employment or engagement of such Company employee, advisor or consultant by any enterprise, and whether or not such enterprise is competitive to the Business of the Company, nor recruit, or attempt to recruit, any such Company employee, advisor or consultant other than on behalf of the Company.

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The Executive agrees that for the Restricted Period, the Executive will not solicit, encourage, or induce, or cause to be solicited, encouraged or induced, directly or indirectly, any Customer, vendor, supplier or contractor who conducted business with the Company at any time during the one-year period preceding the termination of the Executive’s relationship with the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, nor shall the Executive otherwise interfere with any business relationship between the Company and any such entity described herein.

3.            Nondisclosure Obligation. The Executive will not at any time, whether during or after the termination of employment, for any reason whatsoever (other than to promote and advance the Business of the Company), reveal to any person or entity (both commercial and non-commercial) any of the trade secrets or confidential business information concerning the Company or the trade secrets or confidential business information of third parties subject to a duty of confidentiality on the part of the Company, including without limitation: development activities; prototypes and technical specifications; show-how and know-how; marketing plans and strategies; pricing and costing policies; Customer, Partner and supplier lists and accounts; or nonpublic financial information so far as they have come or may come to the Executive’s knowledge, except as may be required in the ordinary course of performing her duties as an executive of the Company. This restriction shall not apply to: (i) information that may be disclosed generally or is in the public domain through no fault of the Executive; (ii) information received from a third party outside the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed. The Executive shall keep secret all matters of such nature entrusted to her and shall not use or disclose any such information for the benefit of any third party in any manner which may injure or cause loss to the Company, whether directly or indirectly.

4.            Assignment of Inventions. The Executive expressly understands and agrees that any and all right or interest she obtains in any designs, research, copyrights, trade secrets, technical specifications, software programs, software and systems documentation, game designs and prototypes, flowcharts, logic diagrams, software methodologies and algorithms, technical data, know-how and show-how, internal reports and memoranda, Customer, Partner and vendor lists, marketing plans, pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored, conceived, devised, developed, reduced to practice, or otherwise obtained by Executive during the term of this Agreement which relate to or arise out of Executive’s employment with the Company are expressly regarded as “works for hire” (the “Work Product”). The Executive hereby assigns to the Company the sole and exclusive right to such Work Product. The Executive agrees that she will promptly disclose to the Company any and all such Work Product, and that, upon request of the Company, the Executive will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the Company’s trade secrets and proprietary interest in such Work Product. The obligations of this Section shall continue beyond the termination of the Executive’s employment with respect to such Work Product conceived of, reduced to practice, or developed by the Executive during the term of this Agreement. The Company agrees to pay any and all copyright, trademark and patent fees and expenses or other costs incurred by the Executive for any assistance rendered to the Company pursuant to this Section.

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In the event the Company is unable, after reasonable effort, to secure Executive’s signature on any letters patents, copyright or other analogous protection relating to the Work Product, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Company and its duly authorized officer and agent as Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and irrevocable and shall survive Executive’s death or incapacity), to act for and in Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letter patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Executive. The obligations of this Section shall continue beyond the termination of the Executive’s employment with the Company with respect to such Work Product conceived of, reduced to practice, or developed by the Executive during Executive’s tenure with the Company. “Work Product” will not include any business knowledge, skills and experience of the Executive that would not otherwise constitute a trade secret of the Company under applicable law. The Executive agrees to keep adequate and current written records of all Work Product made by Executive (solely or jointly with others). The records will be in form of notes, memoranda, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

5.            Remedies Upon Breach. The Executive agrees that any breach of this Agreement by the Executive could cause irreparable damage to the Company. The Company shall have, in addition to any and all remedies of law, the right to an injunction or other equitable relief to prevent any violation of the Executive’s obligations hereunder, and without the necessity of posting a bond. In the event of any enforcement of this Agreement, or of any breach, the party who does not prevail shall reimburse the counterparty for such counterparty’s cost and expenses of enforcement, including attorneys’ fees and expenses. The Executive acknowledges and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the confidential business information, trade secrets, business reputation and goodwill of the Company.

6.            Defend Trade Secrets act Notice. Notwithstanding any provision in this Agreement, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, provided that the individual (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to a court order.

7.            Miscellaneous. The obligations of the Executive under this Agreement shall survive the termination of the Executive’s relationship with the Company regardless of the manner of such termination. All covenants and agreements hereunder shall inure to the benefit of and be enforceable by the successors of the Company. This Agreement shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts, and notwithstanding and excepting its conflicts of laws principles. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. If one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the appropriate judicial body by limiting and reducing it (or them), so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. If the Executive violates the provisions of any of Sections 1-4 inclusive, the Executive shall continue to be bound by the restrictions set forth in such sections until a period of the later of one (1) year or for the duration that the restrictive period has run its course without any violation of such provisions. During the term of this Agreement and following any termination, no party shall make or publish any negative or derogatory remarks concerning the other party (or the case of the Company, any remarks concerning its business, operations, Customers, Partners, strategic relationships, products and services, software, or its directors, officers, employees, personnel, stockholders, agents or representatives). The Executive understands that this Agreement does not create an obligation on the part of the Company to continue the Executive’s employment with the Company, and the Executive acknowledges that he or she is employed “at will.” The Agreement may be executed and delivered in counterparts, and by digital signature, facsimile signature or other similar evidence of execution, and this Agreement may be delivered and executed by electronic or facsimile transmission, portable document format, hand delivery, overnight courier service, first class mail (postage prepaid), or any other commercial means.

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8.            Arbitration. Any controversy, dispute, claim or breach arising out of or relating to this Agreement shall be submitted for settlement to an arbitrator agreed upon by the parties. The principles of Arbitration set forth in the Executive Employment Agreement shall apply to any controversy, dispute, claim or breach arising out of or relating to this Agreement.

IN WITNESS WHEREOF, the undersigned Executive and the Company have executed this Restated Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement as of this 24th day of October, 2022.

iSpecimen, Inc.		Executive: TRACY WILSON CURLEY

By:	/s/ Steven Gullans	/s/ Tracy Curley
		Signature of Executive
Title:	Board Director, Chairman Compensation Committee

Dated: October 24, 2022

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Exhibit 10.3

iSpecimen, Inc.

FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) made as of this 24th day of October, 2022, between Benjamin Bielak (the “Executive”), and iSpecimen, Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”).

Whereas, the Board of Directors of the Company believes it to be to its advantage to ensure that the Executive render services as a senior executive officer of the Company as hereinafter provided;

Whereas, unless stated herein otherwise, the parties intend for this Agreement to replace and supersede all other agreements and understandings relating hereto.

1.            Title, Position & Responsibilities. The Executive shall serve as the Chief Information Officer of the Company. The Executive shall have the powers, duties and responsibilities typically availed to a chief information officer of a similar enterprise, at a similar stage of commercial development, and with similar financial and operational resources to the Company. The Executive shall exercise such powers and comply with and perform such directions and duties regarding the business, operations and affairs of the Company as are consistent with such executive position as may from time to time be vested in or given to Executive by the Board of Directors of the Company (the “Board”), and consistent with the roles, responsibilities and duties of such an executive position, and the Executive shall use all commercially reasonable, diligent and faithful efforts to improve, enhance and extend the business of the Company. The Executive shall at all times report to, and Executive’s activities shall at all times be subject to the direction and control of the Chief Executive Officer. The Executive agrees to devote substantially all of Executive’s available business time, attention and services to the discharge of Executive’s duties for the best interests of the Company and its stockholders. The roles, tasks and responsibilities of the Executive are set forth on Exhibit A.

(A)         Base Salary. In consideration of the services to be rendered by the Executive to the Company under this Agreement, the Company will pay to the Executive an annual base salary of $326,000, payable on a bi-weekly basis, and otherwise in conformity with the Company’s customary practices and policies for the compensation of other senior officers, as such practices shall be established or modified from time to time (the “Base Salary”).

The Company and Executive intend for the Base Salary rate described in Section 2(A) to apply retroactively from June 21, 2022. Accordingly, within 30 days of execution of this Agreement, the Company shall pay to the Executive a lump sum equal to the difference between the Base Salary and Executive’s annual base salary immediately prior to the execution of this Agreement, pro-rated for the number of days between June 21, 2022, and the date hereof.

Salary payments shall be subject to all applicable federal and state withholding, payroll and other taxes, in conformity with the Company’s prevailing practices. Executive’s performance and annual base salary shall be reviewed in January of each calendar year by the compensation committee of the Board; provided, however, the base salary payable hereunder shall at no time be less than the then current base salary in effect under this Agreement.

(B)         Target Bonus. Except as stated herein, Executive shall be eligible for a discretionary annual cash bonus (the “Annual Bonus”), with an individual incentive target of 40% of Executive’s then current Base Salary (the “Target”). The actual amount of Employee’s Annual Bonus shall be determined, at the reasonable discretion of the Board, on the basis of the Company’s overall performance during the applicable calendar year and Employee’s achievement of certain measures (the “Annual Bonus Measures”) during that calendar year, as set forth in Exhibit B. For calendar year 2022 only, Executive’s Annual Bonus shall be guaranteed at an amount equal to at least 20% of Executive’s then current Base Salary. Any Annual Bonus earned by Executive for a particular calendar year shall be payable in a lump sum, less required taxes and deductions, on or before March 15 of the following calendar year.

(D)         Reimbursement of Expenses; Fringe Benefits. The Executive will be promptly reimbursed for all of Executive’s business-related travel, lodging and entertainment expenses in accordance with the Company’s prevailing policy for executive officers. The Executive will participate on the same basis with all other officers and employees of the Company in the Company’s standard benefits package made generally available to all other officers and Executives, including 401(k) (if available), group health, long-term and short-term disability and life insurance programs, and other fringe benefits as may be adopted by the Company from time to time. Nothing herein shall restrict the Company from modifying or eliminating any Company benefit program, health plan or other fringe benefit at any time.

(E)          Equity Participation. As specific consideration for the non-competition covenants contained in the Restated Restrictive Covenant Agreement discussed below, the Company will grant a ten (10) year option to purchase 30,000 shares of the Company’s common stock (with an exercise price equal to the current fair market value of the common stock as determined by the Board on the date of the grant (the “Option”). Provided the Executive continues to provide the Services to the Company on the applicable vesting date, the Option shall vest over a four (4) year period, with the first 25% of the shares granted pursuant to the Option vesting on the first anniversary of the Vesting Commencement Date (as defined below) and the remaining shares granted pursuant to the Option vesting in equal monthly installments over the following 36 months, such that one hundred percent (100%) of the shares shall be vested on the fourth anniversary of the Vesting Commencement Date. For purposes of the Option, the “Vesting Commencement Date” shall be June 21, 2022.

The Options described in this Section 2(E) shall be subject to the terms and conditions (including forfeiture terms) contained in Company’s 2021 Equity Incentive Plan (the “Plan”) and related agreements. The Options shall also be subjected to “double-trigger” accelerated vesting (e.g., in the event of a Change in Control (as defined in the Plan), 100% of any unvested options shall immediately vest upon Executive’s termination without “just cause” or resignation for “Good Reason” (as the terms “just cause” and “Good Reason” are defined below), provided that such termination without “just cause” or resignation for “Good Reason” occurs within twelve months following such Change in Control. Executive’s ability to vest and exercise the Options, as described above, shall be contingent on Executive executing grant agreements to be presented to Executive.

The Board contemplates providing Executive with additional equity awards based on mutually agreed upon targets. Any such additional awards shall be at the discretion of the Board.

Executive acknowledges that it is prudent to seek advice from his tax advisor concerning the tax risks of accepting an award of the Options.

(F)          Key Person Insurance. The Company may maintain, at its option and expense, Key Person Life Insurance (the "Policy") on the life of Executive for the benefit of the Company with a benefit of $2,000,000. The Executive’s signature to this Agreement constitutes Executive's written consent to being insured under the Policy. The Executive shall make all necessary applications, submit to physical examinations and otherwise cooperate with the Company with respect to the purchase of the policy.

3.            Performance Review. In connection with the close of each calendar year, the Board and the Executive shall in good faith review the performance by, and the compensation payable to, the Executive for the prior year and the proposed performance by, and compensation to, the Executive for the then forthcoming year. No later than January 31 of each calendar year, the Board and the Executive shall negotiate in good faith the annual salary and bonus (including targets, performance goals and management objectives), stock-based incentives, and other forms of incentive compensation for the forthcoming fiscal year. Should the Board fail to engage Executive in this annual salary and bonus review process, the Executive shall be entitled to a guaranteed Annual Bonus for that calendar year at a rate that is not less than the Target.

5.            Termination. The Executive’s term of employment under this Agreement may be terminated as follows:

(A)         At the Election of the Company for Just Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment hereunder for just cause at any time during the term of this Agreement, subject in all instances to the terms and conditions of and compliance with the provisions of this Section 5. Termination of the Executive’s employment by the Company shall constitute a termination for “just cause” under this Section if such termination is for one or more of the following causes: (i) the material failure of Executive to render services to the Company in accordance with Executive’s assigned duties and responsibilities and consistent with Executive’s title, roles and responsibilities under this Agreement, as reasonably determined by the Board; (ii) intentional misconduct or gross negligence committed by the Executive in connection with the performance of Executive’s assigned duties or breach of the material terms of this Agreement or the other agreements executed in connection with this Agreement; (iii) the conviction of the Executive (or plea of guilty or nolo contendere to) of a felony either in connection with the performance of Executive’s duties and responsibilities to the Company, or which adversely affects the Executive's ability to perform such duties and responsibilities, or which otherwise adversely affects the business activities, reputation, goodwill or image of the Company; (iv) the commission by Executive of an act of fraud, embezzlement, or the deliberate disregard of the material policies or practices of the Company (including but not limited to employment discrimination or harassment), which results in loss, damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company; (v) the unauthorized disclosure by Executive of any trade secret or confidential information of the Company or any of its clients or customers, which results in damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company or its clients or customers; (vi) the willful commission by Executive of an act which constitutes unfair competition with the Company; (vii) the use of illegal drugs or controlled substances that materially interferes with the performance by Executive of the duties or obligations delegated to Executive as a senior executive of the Company, or which results in damage or injury to the Company, or otherwise adversely affects the business activities, reputation, goodwill or image of the Company or its customers; (viii) the material failure by the Executive to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Executive’s cooperation; or (ix) the repeated or continued absence from the performance of work during normal business hours for reasons other than permitted absence pursuant to applicable law. Furthermore, in all instance under subsections (i), (ii), (viii) and (ix) hereinabove, the Company may not terminate Executive without first providing Executive with written notice of the basis for exercising its rights to terminate for just cause, and an opportunity of not less than thirty (30) days for the Executive to substantially cure such grounds for termination to the Board’s reasonable satisfaction.

(B)          Voluntary Termination. The Executive may voluntarily terminate Executive’s employment at any time during the term of this Agreement by providing the Company with thirty (30) days prior notice of termination. In the event of any such voluntary termination, the Executive shall be entitled to (i) earned but unpaid salary and bonuses (including any earned Annual Bonus that remains unpaid as of the date of termination), (ii) COBRA benefits for the applicable statutory period, with Executive being responsible for the full premium amount for such COBRA coverage, provided Executive makes the appropriate voluntary premium contribution payments, and subject to applicable law and the then-prevailing requirements of the Company’s health and insurance plans then in effect, and (iii) no other severance or other compensation benefits, other than payments which are required by law to be provided to all terminated employees.

(C)          At the Election of the Company for Reasons Other Than Just Cause. The Company may terminate the Executive’s employment hereunder at any time during the term of this Agreement “without cause” by giving not less than thirty (30) days’ prior written notice to the Executive of the Company’s election to terminate. During such notice period, the Executive will be available on a full-time basis for the benefit of the Company to assist the Company in matters relating to a transition of the Executive’s duties and responsibilities. In the event the Company exercises its right to terminate the Executive under this Section, the Company agrees to pay the Executive (i) salary continuation payments for the period of twelve (12) months (the “Salary Continuation Period”), at the Executive’s then current base salary rate, (ii) Annual Bonus earned but unpaid as of the termination date, (iii) a pro-rated Annual Bonus at Target based on the number of days Executive was employed in the year of termination and (iv) COBRA benefits for the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes.

Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, an enforceable non-compete consistent in scope with the non-compete restrictions contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to this Section 5(C) shall not commence until the later calendar year.

(D)          Termination by Executive for Good Reason. The Executive may also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary or Target Bonus below the amounts then in effect pursuant to this Agreement , except in circumstances when the Executive’s Base Salary or Target Bonus are reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive to a location outside of an 35-mile radius from Lexington, Massachusetts; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company has not remedied the event allegedly constituting Good Reason within such 45 day period.

In the event of any termination for Good Reason, the Executive shall be entitled to (i) salary continuation payments for the aforementioned Salary Continuation Period, at the Executive’s then current base salary rate, (ii) any Annual Bonus earned but unpaid as of the termination date, (iii) a pro-rated Annual Bonus at Target based on the number of days Executive was employed in the year of termination and (iv) COBRA benefits for the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes.

Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes an enforceable non-compete consistent in scope with the non-compete restrictions contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to this Section 5(D) shall not commence until the later calendar year.

6.            280G. If all, or any portion, of the payments or benefits provided under this Agreement, either alone or together with any other payment or benefit which you receive or are entitled to receive from the Company or an affiliate, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, notwithstanding anything in this Agreement or any other agreement or plan to the contrary, you shall be entitled to receive: (A) the amount of such payments or benefits, reduced such that no portion thereof shall fail to be tax deductible under Section 280G of the Code (the “Limited Amount”), or (B) if the amounts otherwise payable hereunder and under any other agreement or plan of the Company or its subsidiaries (without regard to clause (A)), reduced by all taxes applicable thereto (including, for the avoidance of doubt, the excise tax imposed by Section 4999 of the Code), would be greater than the Limited Amount reduced by all taxes applicable thereto, the amounts otherwise payable hereunder. All determinations under this Section 6 shall be made by an accounting, consulting or valuation firm selected, and paid for, by the Company.

7.            Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement. In connection with Executive’s employment by the Company pursuant to the terms of this Agreement, and in consideration for the Equity Award provided in paragraph 2(E) of this Agreement, the Executive shall reconfirm the Company’s standard form of Noncompetition, Nonsolicitation, Confidentiality and Invention Assignment Agreement (the “Restated Restrictive Covenant Agreement”) attached as Exhibit C. Such Restated Restrictive Covenant Agreement is an essential part of the subject matter of this Agreement and is incorporated by reference. The Executive hereby confirms, acknowledges the terms of the Restated Restrictive Covenant Agreement, and hereby agrees to the restrictive covenants set forth therein. Any breach by the Executive of the material covenants of the Restated Restrictive Covenant Agreement shall be deemed a material breach by the Executive of this Agreement.

8.            Governing Law; Injunctive Relief. This Agreement and the Restrictive Covenant Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and shall be deemed to be performable in such state. The Executive acknowledges that the breach or threatened breach of any of the provisions of this Agreement or the Restrictive Covenant Agreement would give rise to irreparable injury to either party, which injury would be inadequately compensable in money damages. Accordingly, in the event of any breach, either party may seek and obtain a restraining order and/or injunction prohibiting the breach or threatened breach of any provision, requirement or covenant of this Agreement or the Restrictive Covenant Agreement, in addition to and not in limitation of any other legal remedies which may be available, and without the necessity of posting a bond or other surety.

9.            Severability. In case any one or more of the provisions contained in this Agreement or the Restrictive Covenant Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the Restrictive Covenant Agreement. In such event this Agreement or the Restrictive Covenant Agreement, as the case may be, shall be construed, revised, modified and reformed to the maximum extent possible to give effect to the purposes set forth herein and in the Restrictive Covenant Agreement.

10.          Waivers and Modifications. This Agreement may be modified, and the rights and remedies of any provision hereof may be waived, only in accordance with this Section. No modification or waiver by the Company shall be effective without the consent of the Executive. No waiver by either party of any breach by the other party of any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement and the Restrictive Covenant Agreement set forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

11.          Assignment. The Executive acknowledges that the services to be rendered by Executive are unique and personal in nature. Accordingly, the Executive may not assign any of Executive’s rights or delegate any of Executive’s duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company, including any successor to the Company’s capital stock or assets by reason of a change in control, merger or other acquisition of the Company.

12.          Arbitration. Any controversy, dispute, claim or breach arising out of or relating to this Agreement, including claims for injunctive relief, shall be submitted to and resolved by arbitration under the General Commercial Rules of the American Arbitration Association (“AAA”). The Arbitrator shall be appointed by the AAA in accordance with the processes for such appointment established by the AAA. However, the Arbitrator shall be a licensed attorney with not less than fifteen years practice experience. The decision of such Arbitrator shall be final and binding on the parties. Such arbitration shall be held in Boston, Massachusetts, and the judgment upon the award rendered shall be entered by consent in any court having jurisdiction. The Arbitrator shall have the right but not the obligation to assess attorneys’ fees, costs and expenses associated with the arbitration, in the Arbitrator’s sole discretion. In the event of any conflict between the arbitration rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. The Arbitrator shall be required to (i) materially follow the substantive rules of applicable law, (ii) accompany the award with findings of fact and a statement of reasons for the decision. The Arbitrator shall have the authority to permit discovery for no more than sixty days, to the extent deemed appropriate by the Arbitrator, upon reasonable request of a party. One fact witness deposition shall be allowed by each of the Company and the Executive, for one full day; any other depositions shall be allowed only with approval of the Arbitrator. The Arbitrator shall have no power or authority to address or resolve any issue not submitted by the parties. The Arbitrator shall have the power to grant emergency and injunctive relief as provided in the AAA rules (without the necessity of a party posting a bond) in the event a party has violated the terms of this Agreement or the Restrictive Covenant Agreement, but no authority to award punitive and/or exemplary damages. The matter shall be heard within one hundred fifty (150) days of the filing of the demand and the award issued within fourteen (14) days of the closing of the hearing. Notwithstanding the foregoing, at any time prior to the commencement of an arbitration proceeding, a party may resort to the courts of the Commonwealth of Massachusetts to seek injunctive relief only; the parties’ consent to the jurisdiction and venue in the Massachusetts court of competent subject matter jurisdiction in Suffolk County, Massachusetts, for the purpose of pursuing injunctive relief prior to the filing by any party of an arbitration demand.

{Signature Page on Following Page}

iSpecimen, Inc.

EXECUTIVE EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed, as an instrument under seal, this First Amended and Restated Executive Employment Agreement as of the date first above written.

iSpecimen, Inc.

By:	/s/ Steven Gullans

Title:	Board Director

Executive: BENJAMIN BIELAK

/s/ Benjamin Bielak
Signature of Executive

69 Robin Hill Road
Street

Holliston	MA	01746
City	State	Zip

Exhibit 10.4

iSpecimen, Inc.

FIRST RESTATED NONCOMPETITION, NONSOLICITATION, NONDISCLOSURE AND INVENTIONS AGREEMENT

The undersigned, BENJAMIN BIELAK, in consideration for and as a condition of employment as a senior executive officer (the “Executive”) of iSpecimen, Inc. (the “Company”), or for receiving stock or options, or any other form of compensation, salary, bonus, benefit or fringe benefits from or in the Company, and in connection with executing an Employment Agreement with the Company, hereby agrees with the Company as follows:

1.            Noncompetition Covenant. During the period of service relationship with the Company and for the one (1) year period following the termination of such service relationship for “just cause” (as defined in the Executive’s Employment Agreement) or by reason of Executive’s resignation from service, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company, compete with the Company’s Business, as it is constituted on the date of termination of Executive’s relationship with the Company, in the geographic areas where the Executive provided services to the geographic areas in which the employee provided services or had a material presence or influence during the two (2) year period preceding the end of such Executive’s employment, without the Company’s prior written consent. The parties agree that nature and scope of Executive’s service relationship to the Company requires that the Executive have a material presence and influence in all geographic locations in which the Company conducts business activities and markets its good and services, including, but not limited to, the entirety of the United States. Accordingly, the parties acknowledge that the geographic scope of the non-competition restrictions set forth in this section 1 includes, at least, the entire United States.

The restrictions set forth in this Section 1 shall not take effect until ten (10) business days after the Effective Date of this Agreement (the “Noncompete Effective Date”). Executive acknowledges and agrees that the Company provided Executive with notice of the restrictions set forth in this Section 1 at least ten (10) business days before the Noncompete Effective Date.

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iSpecimen, Inc.		Executive: BENJAMIN BIELAK

By:	/s/ Steven Gullans	/s/ Benjamin Bielak
		Signature of Executive
Title:	Board Director

Dated: October 24, 2022

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Exhibit 10.5

October 24, 2022

Christopher Ianelli, MD, Ph.D.

Re:      Separation Agreement

Dear Chris,

This letter sets forth the substance of the separation agreement (the “Agreement”) which ISPECIMEN INC. (the “Company”) is offering to you to aid in your employment transition.

Separation. Your last day of work with the Company and your employment termination date will be October 24, 2022 (the “Separation Date”).

The Company shall take steps to report your removal as an officer and manager of the Company, or any related business entity, including removing references to you as an officer or manager of the Company, on all applicable Company filings and registries.

You shall remain a non-executive director of the Company for so long as you remain elected to the Board. As a non-executive director of the Company, you shall be eligible for director compensation, in accordance with the Company’s by-laws and its Non-Employee Director Compensation Policy in effect as of October 1, 2022 (as may be amended), in a form and amount that is no less than the director compensation afforded to other non-executive directors of the Company, and treating you as an Eligible Director with an initial Election Date of October 25, 2022 (with capitalized terms defined in the aforementioned policy), subject further to the express understanding and agreement that you are not and will not be eligible for the Initial Option Grant set forth in said policy.

1.            Accrued Salary. On the Separation Date, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You will receive these payments regardless of whether or not you sign this Agreement. You acknowledge that the Company has adopted an unlimited paid time off policy, and that, as of your Separation Date, you have no accrued paid time off that requires reimbursement.

2.            Severance Benefits. You are eligible for severance pursuant to Section 5(C) of your Employment Agreement. If you execute, do not revoke, and return this Agreement within the timeframe specified herein (but no earlier than the Separation Date) and comply fully with your obligations under this Agreement and Section 5(C) of the Employment Agreement, the Company will provide you with the following severance benefits, in full satisfaction of the obligations under the Employment Agreement:

(a)            Severance. Pursuant to Section 5(C)(i) of the Employment Agreement, the Company will pay you, as severance, the equivalent of twelve (12) months of your base salary in effect as of the Separation Date (which equals a gross total of $350,000) (the “Severance”). The Severance Payment shall be paid in equal instalments commencing on the Company’s first regular payroll date after the Effective Date of this Agreement, as defined below, and ending on the twelve (12) month anniversary of the Effective Date (“The Severance Pay Period”).

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 2 of 9

(b)            COBRA Premiums. As an additional severance benefit, pursuant to Section 5(C)(iii) of the Employment Agreement, if you are eligible for and timely elect to continue your health and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay, as and when due to the insurance carrier or COBRA administrator (as applicable), the full COBRA health and dental insurance premiums for you and your eligible dependents, if any, until the expiration of your eligibility for the continuation coverage under COBRA. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA coverage, you must immediately notify the Company, and the Company’s obligation to pay COBRA premiums shall cease.

(c)            Partial Acceleration. In accordance with Section 2.2 of the Restricted Stock Unit Agreement between you and the Company dated June 21, 2021 (the “Restricted Stock Agreement”), the Company will accelerate vesting of the shares subject to your equity awards, as detailed in Section 5 below.

3.            Benefit Plans.

If you are currently participating in the Company’s group health insurance plans, your participation as an employee will end on your Separation Date. Thereafter, to the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health and dental insurance policies, you will be eligible to continue your group health and dental insurance benefits at your own expense, with the potential for certain payments to be made by the Company as described in Section 2(b) above. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish.

Your participation in Employer-Sponsored Group Life Insurance and Short and Long Term Disability Insurance will cease as of your last day of employment; however, you may elect to convert your insurance by contacting The Standard within 31 days of your last day worked.

Deductions for the 401(k) Plan will end with your last regular paycheck. You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program.

You have the right to continue your current Health Care Spending Account if you are participating in this program. Enclosed is the information concerning how to continue this benefit. Dependent Care Spending Accounts cannot be continued. Your last full Spending Account payroll deductions will be processed in the last pay period in October. Unless you elect to continue your Health Care Spending Account, you will only be eligible to claim expenses that you incurred prior to the Separation Date.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 3 of 9

You may be eligible for unemployment insurance benefits after the Separation Date. Your state or commonwealth’s department of unemployment assistance, not the Company, will determine your eligibility for such benefits. Please refer to Exhibit A for more information.

4.            Equity.

(a)            You were awarded 52,084 restricted stock units (the “RSUs”) pursuant to the Company’s 2021 Amended and Restated Equity Incentive Plan (the “Plan”) and the RSU Agreement. As of the Separation Date, 20,834 shares of the Company’s common stock (“Common Stock”) have been delivered to you upon the settlement of your vested RSUs. Consistent with Section 2.2 of the RSU Agreement, and contingent upon your execution of this Agreement, the Company’s Board of Directors will modify and accelerate your vesting schedule such that a certain portion of you unvested RSUs that would have vested after your Separation Date, had you remained employed by the Company, shall be considered vested as of your Separation Date (the “Accelerated RSUs”). As a result of such acceleration, 13,021 shares of Common Stock will be delivered to you upon the settlement of the Accelerated RSUs. You acknowledge that this Section 5(a) of the Agreement fully satisfies the Company’s obligations set forth in Section 2.2 of the Restricted Unit Agreement. With respect to the exercise of your vested RUSs, you shall have the option to either: (a) make a cash payment to the Company for the aggregate exercise price; or (b) instruct the Company to withhold a number of RSUs then exercisable with an aggregate fair market value as of the exercise date equal to the aggregate exercise price (a/k/a cashless exercise).

(b)            You were awarded 13,021 performance share units (the “PSUs”) pursuant to the Plan and Performance Share Unit Agreement between you and the Company dated June 21, 2021 (the “PSU” Agreement. As of the Separation Date, you are vested with respect to 0 PSUs. Consistent with Section 5 of the PSU Agreement, your unvested PSUs are forfeit, and, as of your Separation Date the Company has no further obligations to you under the PSU Agreement.

(c)            Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date.

5.            Expense Reimbursements. You agree that, within ten (10) days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 4 of 9

6.            Return of Company Property. Except with respect to such Company Property (as defined below) that you possess that you reasonably need to fulfill your role as a director of the Company, including but not limited to any Company-issued laptop computers currently within your possession, within three (3) days following the Separation Date, you agree to either: (1) return to the Company all Company documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof) (“Company Property”); or (2) destroy any such Company Property in your possession and certify the destruction of the same to the Company’s Board in writing. In connection with your obligations under this Section 6, on your Separation Date, you shall deliver your Company-issued laptop computer to the Company’s Chief Information Officer for inspection and data cataloguing. No data shall be “scrubbed” from such lap-top computer, however. After that process is completed, such lap-top computer shall be promptly returned to you. Receipt of the severance benefits described in Section 2 of this Agreement is expressly conditioned upon return of all Company Property except as otherwise noted in this Section 6.

7.            Confidential Information and Post-Termination Obligations. Both during and after your employment you acknowledge your continuing obligations, to the extent applicable, under your Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement (the “NNNIA”) a copy of which is attached hereto as Exhibit B. As you know, the Company will enforce its contract rights. Please familiarize yourself with the enclosed agreement which you signed. Confidential information that is also a “trade secret,” as defined by law, may be disclosed (A) if it is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.

8.            Non-Disparagement. Both you and the Company agree not to disparage the other party, and the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both you and the Company will respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company’s obligations under this Section are limited to Company representatives with knowledge of this provision, including, but not limited to, the President and other “C-Suite” executives of the Company and all members of the Company’s Board of Directors. Notwithstanding the foregoing, nothing in this Agreement shall (i) limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act; or (ii) prevent either you or the Company from responding truthfully to requests for information by any government agency.

9.            Unemployment Benefits. The Company shall not contest your application for unemployment benefits or the award of unemployment benefits. Nothing in this Section 12 shall prevent the Company from responding truthfully to requests for information by any government agency.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 5 of 9

10.          Mutual Releases.

(a)            Your Release of the Company. In exchange for the payments and other consideration under this Agreement, to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the “Company Parties”) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties:

has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing;

has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the National Labor Relations Act, the Lily Ledbetter Fair Pay Act, the anti-retaliation provisions of the Sarbanes-Oxley Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown, prohibiting employment discrimination;

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 6 of 9

has violated any employment statutes, such as the WARN Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), and the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws;

has violated any other laws, such as federal, state, or local laws providing workers’ compensation benefits, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, negligent hiring, retention, or supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of your family, whistleblowing, and similar or related claims.

(b)            The Company’s Release of You. In exchange for the mutual promises under this Agreement, and except as otherwise set forth in this Agreement, the Company Parties hereby generally and completely release, acquit and forever discharge the Employee Parties of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 7 of 9

11.          Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any liabilities arising from your actions within the course and scope of your employment with the Company or within the course and scope of your role as an officer of the Company. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.

12.          Indemnification. The Company hereby confirms its obligation, and otherwise agrees, to hold you harmless and indemnify you in respect of your serving or having served as an officer, director, employee or agent of the Company, or one or more of its subsidiaries, or at the request of the Company as an officer, director, employee or agent of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise, to the fullest extent authorized or permitted by applicable law in effect on the date hereof and as may be amended from time to time, but not for fraudulent or dishonest acts or omissions.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 8 of 9

13.          Your Acknowledgments and Affirmations / Effective Date of Agreement. You acknowledge that you are knowingly and voluntarily waiving and releasing any and all rights you may have under the ADEA, as amended. You also acknowledge and agree that you have been paid for all time worked, have received all the leave, leaves of absence and leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you have not already filed a Claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Claim against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act, or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. You further acknowledge and affirm that you have been advised by this writing that: (a) your waiver and release do not apply to any rights or Claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to executing this Agreement; (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier and if you do you will sign the Consideration Period waiver below); (d) you have seven (7) days following your execution of this Agreement to revoke this Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired unexercised (the “Effective Date”), which shall be the eighth day after this Agreement is executed by you.

14.          No Admission. This Agreement does not constitute an admission by the Company or by you of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.

15.          Breach. You agree that upon any material and uncured breach by you of this Agreement, as determined by a court of competent jurisdiction, you will forfeit all amounts paid or owing to you under this Agreement. The Company agrees that upon any material and uncured breach by the Company of this Agreement, as determined by a court of competent jurisdiction, this Agreement shall be deemed null, void and unenforceable by the Company. Notwithstanding the foregoing, and for the avoidance of doubt, all parties expressly reserve the right to seek specific performance of the other party’s obligations under this Agreement. Further, you acknowledge that it may be impossible to fully assess the damages caused by your violation of the terms of Sections 7 and 8 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement may constitute immediate and irreparable injury to the Company. The Company acknowledges that it may be impossible to fully assess the damages caused by its violation of the terms of Section 8 and further agree that any threatened or actual violation or breach of this Section of this Agreement may constitute immediate and irreparable injury to you. Accordingly, the parties therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the non-breaching party upon a breach of this Agreement, the non-breaching party shall be entitled to an injunction to prevent further violations or breaches of this Agreement. The parties further agree that if one party is successful in whole or part in any legal or equitable action against the other under this Agreement, the failing party agrees to pay all of the costs, including reasonable attorneys’ fees, incurred by the prevailing party in enforcing the terms of this Agreement.

Christopher Ianelli, MD, Ph.D.

October 24, 2022

Page 9 of 9

16.          Miscellaneous. This Agreement, including any Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.

If this Agreement is acceptable to you, please sign below and return the original to me on or after your Separation Date, but no later than the date that is forty-five (45) days after you receive this Agreement. This offer will expire if we have not received your executed Agreement by that date.

[Remainder of page left intentionally blank; signature page to follow]

I wish you good luck in your future endeavors.

Sincerely,

ISPECIMEN INC.

By:	/s/ Steven Gullans


Agreed to and Accepted:

/s/ Christopher Ianelli
Christopher Ianelli, MD, Ph.D.

10/24/2022
Date

Exhibit 10.6

October 24, 2022

Jill Mullan

Re:      Separation Agreement

Dear Jill,

This letter sets forth the substance of the separation agreement (the “Agreement”) which ISPECIMEN INC. (the “Company”) is offering to you to aid in your employment transition.

Separation. Your last day of work with the Company and your employment termination date will be October 24, 2022 (the “Separation Date”).

(a)            Severance. Pursuant to Section 5(C)(i) of the Employment Agreement, the Company will pay you, as severance, the equivalent of twelve (12) months of your base salary in effect as of the Separation Date (which equals a gross total of $325,000) (the “Severance”). The Severance Payment shall be paid in equal instalments commencing on the Company’s first regular payroll date after the Effective Date of this Agreement, as defined below, and ending on the twelve (12) month anniversary of the Effective Date (“The Severance Pay Period”).

Jill Mullan

October 24, 2022

Page 2 of 9

(d)            Equity Reporting. The Company acknowledges that, in an SEC Form S-8 form filing, the Company under-reported the number of Company securities registered to you. The Company shall correct such reporting through the filing of an amended SEC Form S-8 on or before December 31, 2022.

3.            Benefit Plans.

Deductions for the 401(k) Plan will end with your last regular paycheck. You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program.

Jill Mullan

October 24, 2022

Page 3 of 9

4.            Equity.

Jill Mullan

October 24, 2022

Page 4 of 9

7.      Confidential Information and Post-Termination Obligations. Both during and after your employment you acknowledge your continuing obligations, to the extent applicable, under your Noncompetition, Nonsolicitation, Nondisclosure and Inventions Agreement (the “NNNIA”) a copy of which is attached hereto as Exhibit B. As you know, the Company will enforce its contract rights. Please familiarize yourself with the enclosed agreement which you signed. Confidential information that is also a “trade secret,” as defined by law, may be disclosed (A) if it is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.

Jill Mullan

October 24, 2022

Page 5 of 9

9.      Unemployment Benefits. The Company shall not contest your application for unemployment benefits or the award of unemployment benefits. Nothing in this Section 12 shall prevent the Company from responding truthfully to requests for information by any government agency.

10.            Mutual Releases.

has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing;

Jill Mullan

October 24, 2022

Page 6 of 9

Jill Mullan

October 24, 2022

Page 7 of 9

11.      Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any liabilities arising from your actions within the course and scope of your employment with the Company or within the course and scope of your role as an officer of the Company. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.

12.            Indemnification. The Company hereby confirms its obligation, and otherwise agrees, to hold you harmless and indemnify you in respect of your serving or having served as an officer, director, employee or agent of the Company, or one or more of its subsidiaries, or at the request of the Company as an officer, director, employee or agent of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise, to the fullest extent authorized or permitted by applicable law in effect on the date hereof and as may be amended from time to time, but not for fraudulent or dishonest acts or omissions.

Jill Mullan

October 24, 2022

Page 8 of 9

13.            Your Acknowledgments and Affirmations / Effective Date of Agreement. You acknowledge that you are knowingly and voluntarily waiving and releasing any and all rights you may have under the ADEA, as amended. You also acknowledge and agree that you have been paid for all time worked, have received all the leave, leaves of absence and leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you have not already filed a Claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Claim against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act, or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. You further acknowledge and affirm that you have been advised by this writing that: (a) your waiver and release do not apply to any rights or Claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to executing this Agreement; (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier and if you do you will sign the Consideration Period waiver below); (d) you have seven (7) days following your execution of this Agreement to revoke this Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired unexercised (the “Effective Date”), which shall be the eighth day after this Agreement is executed by you.

14.      No Admission. This Agreement does not constitute an admission by the Company or by you of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.

15.            Breach. You agree that upon any material and uncured breach by you of this Agreement, as determined by a court of competent jurisdiction, you will forfeit all amounts paid or owing to you under this Agreement. The Company agrees that upon any material and uncured breach by the Company of this Agreement, as determined by a court of competent jurisdiction, this Agreement shall be deemed null, void and unenforceable by the Company. Notwithstanding the foregoing, and for the avoidance of doubt, all parties expressly reserve the right to seek specific performance of the other party’s obligations under this Agreement. Further, you acknowledge that it may be impossible to fully assess the damages caused by your violation of the terms of Sections 7 and 8 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement may constitute immediate and irreparable injury to the Company. The Company acknowledges that it may be impossible to fully assess the damages caused by its violation of the terms of Section 8 and further agree that any threatened or actual violation or breach of this Section of this Agreement may constitute immediate and irreparable injury to you. Accordingly, the parties therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the non-breaching party upon a breach of this Agreement, the non-breaching party shall be entitled to an injunction to prevent further violations or breaches of this Agreement. The parties further agree that if one party is successful in whole or part in any legal or equitable action against the other under this Agreement, the failing party agrees to pay all of the costs, including reasonable attorneys’ fees, incurred by the prevailing party in enforcing the terms of this Agreement.

Jill Mullan

October 24, 2022

Page 9 of 9

16.      Miscellaneous. This Agreement, including any Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.

[Remainder of page left intentionally blank; signature page to follow]

I wish you good luck in your future endeavors.

Sincerely,

ISPECIMEN INC.

By:	/s/ Steven Gullans


Agreed to and Accepted:

/s/ Jill Mullan
Jill Mullan


Date