Exhibit 10.1

THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO Mount Tam Biotechnologies, Inc. THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Mount Tam Biotechnologies, Inc., a Nevada corporation (the “ Maker ”), promises to pay to 0851229 BC Ltd. or its permitted assigns (the “ Holder ”) the principal sum of the loans set forth on Schedule 1 hereto (as such schedule may be updated for future loans), together with interest on the unpaid principal balance(s) under this Note from time to time outstanding at the rate of 3% per year until paid in full. Subject to the conversion provisions set forth herein, all outstanding principal and accrued interest shall be due and payable on March 18, 2017. Interest on the outstanding amounts due under this Note shall be computed for each draw down from the date of each loan (to be set forth on Schedule 1 hereto) on the basis of a year of 365 days for the actual number of days elapsed. All cash payments by the Maker under this Note shall be in immediately available funds.

As mutually agreed by the Maker and Holder, Holder may (but is not required to) lend additional funds under this Note, and the Holder and the Maker shall update Schedule 1 hereto to reflect the dates and amounts of such draw-downs. In the event of any dispute, Holder’s books and records will be dispositive on the issue of the amounts and dates of the loans absent manifest error.

The payment of all amounts due under this Note, and the performance of all obligations of Maker under this Note, are fully secured by the Security Agreement between the Maker and Holder effective as of November 9, 2015 (the “ Security Agreement ”).

Effective upon the closing of any Financing (as defined below) while this Note is outstanding, at the sole and exclusive option of the Holder, some or all of the outstanding principal and interest under this Note (the “ Outstanding Amount ”) can be converted into shares of the same class and series of capital stock of the Maker issued to investors in the Financing (the “ Financing Securities ”) at a conversion price equal to 80% of the price per share of Financing Securities paid by the other investors in the Financing. “ Financing ” means the issuance of stock by the Maker or any security convertible into, exchangeable for, or exercisable for stock of the Maker, after the date hereof; provided that the primary purpose of such issuance must be to raise capital (and as such excludes, for the avoidance of doubt, issuances of stock of the Maker or securities convertible into, exchangeable for or exercisable for stock of the Maker to employees, directors, consultants or other service providers in connection with the provision of goods or services to the Maker).

Effective upon the closing of any Financing resulting in gross proceeds to the Maker, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of any indebtedness converted into equity securities in such Financing) in which either (i) the investor leading the negotiation with the Maker is a bona fide institutional investor or (ii) if the investor leading the negotiation is not a bona fide institutional investor, such Financing includes commercially reasonable customary terms and conditions for an equity financing of an early stage biopharmaceutical company, which may (but shall not be required to) include one or more of the following terms: liquidation preferences, dividend rights, protective provisions, voting rights, anti-dilution provisions, conversion rights, board representation for the investors, redemption rights, preemptive rights, information rights, registration rights, drag-along rights, rights of first refusal and co-sale rights (in the case a Financing satisfies either clause (i) or (ii) above, a “ Qualified Financing ”) then the aggregate Outstanding Amount shall automatically without any further action of the parties be converted into shares of the same class and series of capital stock of the Maker issued to investors in the Qualified Financing (the “ Qualified Financing Securities ”) at a conversion price equal to 80% of the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing. The parties acknowledge and agree that a Financing which contains commercially reasonable customary terms and conditions for an equity financing of an early stage biopharmaceutical company does not have to contain all of the examples of terms listed in sub-clause (ii) of the preceding sentence.

The Maker shall notify the Holder in writing of the anticipated occurrence of a Financing at least 20 days prior to the closing date of the Financing or any Qualified Financing.

In lieu of the Maker issuing any fractional shares to the Holder upon the conversion of this Note, the Maker shall pay to the Holder an amount equal to the product obtained by multiplying the applicable conversion price by the fraction of a share not issued pursuant to the conversion of this Note.

Upon the conversion of this Note pursuant to the terms set forth herein, the Holder agrees to (i) execute and deliver to the Maker a customary 180-day lock-up agreement in connection with an initial public offering, and (ii) execute and deliver to the Maker all transaction documents entered into in connection with such conversion, which may include a purchase agreement, investor rights agreement, voting agreement, right of first refusal and co-sale agreement and/or other ancillary agreements, with customary representations and warranties and transfer restrictions. The Holder agrees in connection with any conversion of this Note to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Maker whereby the Holder agrees to indemnify the Maker from any loss incurred by it in connection with this Note) prior to conversion.

This Note shall become immediately due and payable without notice or demand (but subject to the conversion rights set forth herein) upon the occurrence at any time of any of the following events of default (individually, an “ Event of Default ” and collectively, “ Events of Default ”):

Upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter, all of the rights and remedies afforded creditors generally by the applicable federal laws or the laws of the State of California.

Notwithstanding anything to the contrary, this Note may not be prepaid, in whole or in part, without the prior written consent of the Holder. The Maker shall disclose in writing to the Holder if and when it is in material discussions with respect to a Qualified Financing or a Financing.

All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

The Maker shall pay the reasonable costs and expenses (including reasonable attorney’s fees and disbursements) that it incurs and, upon presentation of appropriate receipts, that the Holder incurs with respect to the preparation, negotiation, execution and delivery of this Note, any security agreement and any other agreement or instrument contemplated hereby or thereby. After the occurrence of an Event of Default, the Maker shall pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred in connection with any act or actions taken to collect or otherwise satisfy the obligations due under this Note, any security agreement and any other agreement or instrument contemplated hereby or thereby.

No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. This Note may not be amended or modified without the prior written consent of the Maker and the Holder.

All payments by the Maker under this Note shall be applied first to any fees and expenses due and payable hereunder, then to the accrued interest due and payable hereunder and the remainder, if any, to the outstanding principal.

The Maker hereby waives presentment, demand, protest and notices of every kind and assents to any permitted extension of the time of payment and to the addition or release of any other party primarily or secondarily liable hereunder.

Until the conversion of this Note, the Holder shall not have or exercise any rights by virtue of this Note as a stockholder of the Maker.

All rights and obligations hereunder shall be governed by the laws of the State of California (without giving effect to principles of conflicts or choices of law) and this Note is executed as an instrument under seal.

Neither the Maker nor the Holder may assign, sell or otherwise transfer this Note or any of their respective rights and duties hereunder without the prior written consent of the other party hereto.

The Maker acknowledges that neither this Note nor any securities issuable upon the conversion of this this Note (collectively, the “ Note Securities ”) will be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws. The Holder represents that (i) it is acquiring the Note Securities for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution and (ii) it is an “accredited investor” under Regulation D promulgated under the Securities Act.

This Note amends and restates in their entirety the terms and conditions of the loans made by the Holder to the Maker on November 9, 2015 (the aggregate principal amount of which was $66,004.25), November 19, 2015 (the aggregate principal amount of which was $25,000), December 17, 2015 (the aggregate principal amount of which is $50,000), January 15, 2016 (the aggregate principal amount of which is $35,000) and February 2, 2016 (the aggregate principal amount of which was $40,000) (collectively, the “ Previous Loans ”). Upon the execution of this Note, (i) the terms and conditions of the Previous Loans shall be automatically without any further action of the parties be amended and restated to the terms of this Note, (ii) any terms and conditions of the Previous Loans which conflict with the terms and conditions of this Note shall be of no further force and effect and (iii) each party shall only have the rights and obligations set forth herein or in the Security Agreement with respect to the Previous Loans. This Note constitutes the entire contract between the parties hereto with regard to the subject matter hereof. It supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof (including any terms of the Previous Loans).

IN WITNESS WHEREOF, the parties have executed this Note effective as of the effective date set forth above.

Schedule 1

Schedule of Drawdowns

Exhibit 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “ Agreement ”) by and among Mount Tam Biotechnologies, Inc., a Nevada corporation (the “ Debtor ”) on the one hand, and 0851229 BC Ltd. on the other hand (“ Secured Party ”) is effective as of the 9th day of November 2015 (the “ Agreement ”) . In consideration of the financial accommodations extended to the Debtor by the Secured Party, the Debtor hereby agrees that the Secured Party shall have all of the rights given herein against the Debtor in addition to those given by law or by the Secured Convertible Promissory Note issued by the Debtor to the Secured Party effective as of November 9, 2015 (the “ Note ”) or any other agreement or document underlying the Liabilities:

1.                   The term “ Liabilities ” as herein used shall include all indebtedness, obligations and liabilities of any kind of Debtor to the Secured Party, whether now existing or hereafter incurred, including without limitation those pursuant to or arising under the Note and any other promissory notes (the Note and such other promissory notes, together with this Agreement, the “ Loan Documents ”) executed between the Debtor and the Secured Party (as the same may be amended, modified or restated from time to time and any Loan Documents exchanged or substituted for the Loan Documents). Except as set forth on Exhibit A hereto, on March 18, 2016, there is currently no other indebtedness, obligations or known liabilities of the Debtor to the Secured Party.

2.                   In order to secure the performance of the Debtor's payment and other obligations under the Loan Documents, the Debtor hereby grants to the Secured Party a first priority security interest (the “ Security Interest ”), subject only to Permitted Security Interests, in all of the present and future assets of the Debtor and all products and proceeds of those assets, including but not limited to the following, to secure the Debtor's due and punctual payment of the Loan Documents (hereinafter referred to collectively as the “ Collateral ”):

                      (a) All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications, and replacements, whether now owned or subsequently acquired, constructed, or attached or added to, or placed in, the foregoing;

                      (b) All inventory, wherever located, including goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, work in process or materials used or consumed in the Debtor's business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located;

                      (c) All accounts receivable, including, without limitation, accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, and any other obligations of any kind whether now existing or hereafter arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, notes, leases, licenses, franchises, supply agreements, and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, or obligations;

                      (d) All general intangibles, including, but not limited to, corporate names, trade names, trademarks, service marks, trade secrets, inventions, copyrights (including without limitation copyrights for computer programs) and all tangible property embodying copyrights, patents and patent applications, license agreements relating to any of the foregoing and income therefrom, books and records, blue prints and plans, computer programs, tapes and related electronic data processing software, and all corporate ledgers;

                      (e) Any and all additions, accessions, substitutions or replacements to or for any of the foregoing;

                      (f) Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty, or guarantee payable by reason of loss or damage to or otherwise with respect to any of the Collateral (whether or not the Debtor is the loss payee thereof);

                      (g) All of the Debtor's after-acquired property of the kinds and types described in paragraphs (a) - (f) herein; and

                      (h) All records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of the Debtor's right, title, and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media.

                      “ Permitted Security Interests ” means (i) liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; (ii) liens arising from judgments, decrees, or attachments; (iii) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (iv) purchase money security liens on equipment or vehicles that are hereafter acquired by the Debtor.

3.                   The Debtor shall preserve the Collateral, keep the Collateral in good repair, subject to ordinary wear and tear, and abstain from and not permit the commission of waste with regard thereto. The Debtor shall maintain insurance coverage in accordance with good business practice against loss or damage to the Collateral by fire and other hazards, with such insurance carriers as are reasonably satisfactory to the Secured Party. In the event of loss or damage to the Collateral, the Debtor shall give immediate written notice thereof to the Secured Party. In such event, if the Debtor fails promptly to adjust or compromise any loss claims under the insurance, the Secured Party shall have the right, at their election, to adjust or compromise any such loss claims under such insurance.

4.                   The Secured Party is hereby authorized to from time to time to file one or more financing statements (and extensions thereof) under the Uniform Commercial Code (the “ Code ”), as in effect from time to time in the State of Delaware and/or any such other jurisdiction as Secured Party may decide, naming the Debtor as Debtor and the Secured Party as Secured Party and indicating therein the items of Collateral herein specified. The Debtor will from time to time execute such statements and such other notices, affidavits or other documents as the Secured Party may reasonably deem necessary to protect its Collateral interest hereunder. At this time, the Secured Party is not requesting that the Debtor enter into any agreements other than this Agreement with respect to the Security Interest or the perfection of the Security Interest (such as landlord waivers, deposit account control agreements and intellectual property security agreements) but it reserves the right to do so in its sole discretion to protect its rights hereunder.

5.                   The Debtor shall not, without at least thirty days prior written notice to the Secured Party, change its principal place of business, change the location of the Collateral (excluding sales of inventory in the ordinary course of business), or change its name or any trade name, in any such case which would require the filing of an additional financing statement or statements then or at any time in the future to preserve the Secured Party’ Security Interest in the Collateral.

6.                   Upon the occurrence of any Events of Default (as determined under the Loan Documents) as a result of which the Secured Party require the payment of amounts due under the Loan Documents whether or not prior to the stated maturity date thereof, the Debtor shall, at the request of the Secured Party, forthwith assemble the Collateral at such reasonable place or places as the Secured Party designate in their request. In addition to any other rights granted by law or under this Agreement, the Secured Party shall have the rights and remedies with respect to the Collateral of a secured party under the Code (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted). In addition, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession or custody of the Debtor, the Secured Party may sell or cause to be sold in Delaware or elsewhere, in one or more sales or parcels, at such price as the Secured Party may deem best, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any of the Collateral, at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (provided that any such transactions shall be in accordance with the Code and all other applicable laws), and to the extent permitted by law, the purchaser of any or all of the Collateral so sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind, any such demand, notice, claim or right being hereby expressly waived and released. Notwithstanding the foregoing, unless the Collateral threatens to decline speedily in value or is of a type sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or any intended disposition is to be made. Any requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the address given below, at least five days before the time of the sale or disposition. Secured Party may, in its own name, or in the name of any designee, buy at any public sale and if the Collateral is of a type sold in a recognized market, or is of a type which is the subject of widely distributed standard price quotations, buy at private sale. The Secured Party shall apply the net cash receipts from any such sale of the Collateral to the payment of principal of and/or interest of all of the remaining Liabilities, whether or not then due. Notwithstanding that the Secured Party, whether on its own behalf and/or on behalf of another or others, may continue to hold any of the Collateral and regardless of the value thereof, the Debtor shall be and remain liable for the payment in full, of principal and interest, of any balance of the unsatisfied Liabilities at any time unpaid.

7.                   Subsequent to the occurrence of an Event of Default under the Loan Documents, if, in its sole discretion, the Secured Party deem it desirable, it may remove any Collateral held by it or its agents from the state, city, county or other governmental subdivision or jurisdiction in which it may now or hereafter be held or deposited to any place which it designates and there deal with it as herein provided and in accordance with applicable law.

8.                   In the event that the Debtor fails to do so after 30 days written notice from the Secured Party, the Secured Party may, but shall not be obligated to, contest, pay and/or discharge all liens, encumbrances, taxes or assessments on, or claims or demands against (other than Permitted Security Interests), any of the Collateral without the consent of the Debtor and take all actions and proceedings in its name or in the name of the Debtor or of any other appropriate person to remove or contest such liens, encumbrances, taxes or assessments, claims or demands; and all sums advanced or paid by the Secured Party, and all reasonable costs, attorneys’ fees and expenses relating thereto, shall be Liabilities within the terms of this Agreement.

9.                   The Secured Party shall not be deemed to have modified, discharged, terminated or waived any of its rights hereunder or any terms, provisions or conditions hereof unless such modification, discharge, termination or waiver is in writing and signed by its duly authorized officers or agents. No such modification, discharge, termination or waiver, unless so expressly stated therein, shall be effective as to any transaction which occurs subsequent to the date thereof nor to any continuance thereof. This Agreement may not be amended or modified without the prior written consent of the Debtor and the Secured Party.

10.                   Upon reasonable notice during normal business hours, the Debtor agrees to allow any representative of the Secured Party (or any agent or nominee of the Secured Party) to visit and inspect any of the Debtor’s properties relating to the Collateral, to examine the books and records and accounts of the Debtor, all at such reasonable times and as often as the Secured Party may reasonably request; provided that the Debtor shall not be obligated to provide information (i) that the Debtor reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Debtor) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Debtor and its counsel; provided further that in each such case, the Debtor shall inform the Secured Party in writing of its reliance on sub-clause (i) or (ii). The Secured Party agrees, and shall cause each of its agents or nominees, to hold in confidence and trust and not to use (except in connection with monitoring its investment and prospects of repayment) or disclose any information provided to or learned by it in connection with its rights under the Loan Documents, unless required by applicable law, a court order or any other governmental authority or to exercise or enforce any of its rights under the Loan Documents.

11.                   This Agreement shall inure to the benefit of the parties hereto, and their respective successors and assigns; provided that no party shall assign its rights hereunder or delegate its obligations hereunder without the prior written consent of the other party. No delay on the part of a party in exercising any power or right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. All rights and remedies of the Secured Party with respect to the Liabilities or the Collateral, whether evidenced hereby or by any other instrument of paper, shall be cumulative and may be exercised singularly or concurrently.

12.                   All notices, requests, instructions and documents, hereunder shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, as follows:

Mount Tam Biotechnologies, Inc.

8001 Redwood Blvd.

Novato, CA 94945

Attn: President

c/o US Equity Holdings

336 Bon Air Center #418

Greenbrae, CA 94904

Attn: Chester P. Aldridge

or at such other address as either party may by written notice to the other designate for this purpose. If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made, and if delivered by mail, the date on which such notice, request, instruction or document is deposited in the mail shall be the date of delivery.

13.                   If any term, condition or provision of this Agreement or of any other agreement or document executed and/or delivered pursuant hereto is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other term, condition or provision of this Agreement.

14.                   (a) This Agreement and the Loan Documents contain the entire agreement between the Party hereto with respect to the transactions contemplated.

                       (b) This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable in the case of contracts made and to be performed entirely within that state.

                       (c) Each party hereto shall cooperate with and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement (including but not limited to any actions necessary to release the Security Interest upon the conversion, repayment or termination of the Note).

                       (d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

***

IN WITNESS WHEREOF, this Agreement has been duly executed by the Party hereto as of the date first above written.

Exhibit 10.3

Mount Tam Biotechnologies, Inc.

8001 Redwood Blvd.

Novato, CA 94945

March 30, 2016

0851229 BC Ltd.
c/o US Equity Holdings

336 Bon Air Center #418

Greenbrae, CA 94904

Attn: Chester P. Aldridge

Re: Letter Agreement

This letter agreement is intended to describe in writing an agreement between Mount Tam Biotechnologies, Inc. (the “ Maker ”) and 0851229 BC Ltd. (the “ Holder ”) regarding the aggregate principal amount of indebtedness which may be outstanding pursuant to that certain Secured Convertible Promissory Note issued by the Maker to the Holder effective as of November 9, 2015 (the “ Secured Note ”). The Maker and the Holder hereby agree that the aggregate principal amount of all outstanding loans made under the Secured Note shall not exceed $1,000,000 at any time, provided that for the avoidance of doubt, no obligation of Holder to lend any funds is implied hereby. Except as expressly provided herein, the Secured Note shall remain in full force and effect following the date hereof.

All rights and obligations hereunder shall be governed by the laws of the State of California (without giving effect to principles of conflicts or choices of law). This letter agreement may not be amended or modified without the prior written consent of the Maker and the Holder. Neither the Maker nor the Holder may assign, sell or otherwise transfer this letter agreement or any of their respective rights and duties hereunder without the prior written consent of the other party hereto; provided that the rights and obligations hereunder shall automatically be assigned to any person to whom the Maker or the Holder transfer the Secured Note in compliance with the terms of the Secured Note. This letter agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one party but all such counterparts taken together shall constitute one and the same agreement. Nothing in this letter agreement, express or implied, is intended to confer upon any party other than the parties hereto or their permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this letter agreement.

Exhibit 10.4

MOUNT TAM BIOTECHNOLOGIES, Inc.

Amended and restated Employment AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) by and between Mount Tam Biotechnologies, Inc ., a Nevada corporation (“Employer” or the “Company”), and Richard Marshak , an individual (“Employee”), is effective as of March 29, 2016 (“Effective Date”). Your first day of employment was March 22, 2016 (“Start Date”).

On March 22, 2016, Employee and Employer entered into an Employment Agreement (the “Original Agreement”) and it has come to the attention of both parties that the Original Agreement contains certain scrivener and other errors which the parties desire to correct.

The parties desire to enter into this Agreement to amend and restate in its entirety the Original Agreement.

In consideration of the mutual promises made herein, the Company and Employee agree as follows:

The Board of Directors shall elect you to the Board of Directors promptly after the Effective Date. No additional compensation is provided for this role and you shall be required to, and you agree to, resign from the Board of Directors immediately upon the termination of your employment for any reason.

(a)   The Company shall have the right, upon delivery of written notice to the Employee, to terminate the Employee’s employment hereunder at any time prior to the expiration of the Term of Employment (i) pursuant to a Termination for Cause or (ii) pursuant to a Without Cause Termination.  The Employee shall have the right, upon delivery of written notice to the Company, to terminate Employee’s employment hereunder at any time prior to the expiration of the Term of Employment pursuant to a Good Reason termination or if without Good Reason (“Voluntary Termination”) by providing the Company with not less than 30 days prior written notice.

(b) In the event that the Company terminates the Employee’s employment pursuant to a Without Cause Termination, or if Employee terminates his employment for Good Reason, then the Company shall be obligated to pay Employee: (i) Employee’s earned Base Salary through the termination date, any unpaid earned bonus award pursuant to the terms of the executive bonus plan, and reimbursable expenses and benefits owing to Employee through the day on which Employee’s employment terminated (collectively the “Accrued Obligations”), and (ii) subject to the execution of a general comprehensive release prepared by the Company (and which must become effective and irrevocable in accordance with its terms within 60 days following Employee’s termination date), a severance payment to the Employee equal to the continuation of Employee’s Base Salary for the lesser of the number of months remaining in the Term of Employment or 18 months. In addition, all stock option grants and/or restricted stock grants that have not yet vested will automatically vest, regardless of the satisfaction of any conditions contained therein.  Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement.

Employee shall not be entitled to any of the severance payments or benefits provided for in this Section that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) until Employee’s separation of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), or Employee’s death. As to any separation benefits that constitute deferred compensation subject to Section 409A of the Code that would otherwise be paid hereunder within 60-days following the termination date shall be held back and paid on the first regularly scheduled payroll date following the 60 ^th day after the termination date.

(c)   In the event that the Company terminates the Employee’s employment hereunder due to a Termination for Cause, the Term of Employment expires or the Employee Voluntarily terminates employment with the Company for any reason (other than a termination of employment by the Employee for Good Reason), or Employee’s employment terminates by reason of death or disability, the Employee shall not be entitled to any severance, except that the Company shall be obligated to pay Employee his Accrued Obligations. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph.

(d)   For purposes of this Agreement, the following terms have the following meanings:

(i)   The term “Termination for Cause” means, to the maximum extent permitted by applicable law, a termination of the Employee’s employment by the Company attributed to (a) the repeated or willful failure of Employee to substantially perform his duties hereunder (other than any such failure due to physical or mental illness) that has not been cured within 14 days after a written demand for substantial performance is delivered to Employee by the Chairman of the Board of Directors (“Chairman”), which demand identifies the manner in which the Chairman believes that Employee has not substantially performed his duties hereunder; (b) conviction of, or entering a plea of guilty or nolo contendere to a crime that constitutes a felony; (c) Employee’s intentional misconduct, gross negligence or material misrepresentation in the performance of his duties to the Company; or (d) the material breach by Employee of any written covenant or agreement with the Company under this Agreement (including, but not limited to, paragraph 5 herein) or otherwise, including, but not limited to, an agreement not to disclose any information pertaining to the Company.

(ii)   The term “Without Cause Termination” means a termination of the Employee’s employment by the Company other than due to (a) a Termination for Cause, (b) Disability, (c) the Employee’s death, or (d) the expiration of this Agreement (or the Term of Employment).

(iii)   the term “Change in Control” shall mean:

(A)  The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

(B)  The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company;

(C)  A majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election;

(D)  One person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Internal Revenue Code.

(iv)   The term “Good Reason termination” means Employee’s termination of his employment with the Company following (i) a reduction in Employee’s Base Salary of more than fifteen percent (15%), (ii) a material reduction of Employee’s performance-based target bonus or other incentive programs except in conjunction with a Change in Control or, in the case of (i) and (ii) except where all officers are affected equally. In either case, prior to invoking a Good Reason termination, the Employee must have provided the Company with written notice of the basis upon which he believes Good Reason exists and permit the Company to cure the conditions, which must continue to exist after the cure period for there to be Good Reason.

(v) The terms “termination of employment,” or “terminate the Employee’s employment,” (or “termination” or “terminate” when used in the context of Employee’s employment) shall mean a separation from service with the Company and its affiliates as defined in IRS regulations under Section 409A of the Code.  An affiliate is any corporation or other business entity that is, along with the Company, a member of a controlled group of businesses, as defined in Code Sections 414(b) and 414(c), provided that the language: “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in such definition.  A corporation or other business entity is an affiliate only while a member of such controlled group.

(e) In no event will the Employee have the discretion to determine the calendar year of payment.

13.   Change in Control – Termination of Employment and Compensation in Event of Termination.

(a)   Upon the occurrence of a Change in Control, 100% of all unvested stock option grants and/or restricted stock grants previously awarded to Employee shall immediately vest, regardless of the satisfaction of any conditions contained therein.

(b)   In the event that any part of any payment or benefit received (including, without limitation, granting of and/or acceleration of vesting of stock options and restricted stock) (the “Change in Control Payments”), would be subject to the Excise Tax determined as provided below, then the Employee may elect, in the sole discretion of the Employee, to receive in-lieu of the amounts payable a lesser amount equal to $100 less than 3.00 times the Employee’s “Annualized Includable Compensation” (within the meaning of Section 280G(d)(1) of the Code) (such amount the “Cut-Back Amount”) by eliminating the accelerated vesting to the extent necessary to reduce the payments and to the Cut-Back Amount.  Any amounts paid as a result of an election by the Employee pursuant to this subparagraph will be in full satisfaction of the amounts otherwise payable to the Employee.  For purposes of determining whether any of the Change in Control Payments will be subject to the Excise Tax and the amounts of such Excise Tax; (1) the total amount of the Change in Control Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to Excise Tax, except to the extent that, in the opinion of independent counsel selected by the Company and reasonably acceptable to the Employee (“Independent Counsel”), a Change in Control Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Change in Control Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Change in Control Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Independent Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(c) In the event of any change in, or further interpretation of, Sections 280G or 4999 of the Code and the regulations promulgated thereunder, the Employee shall be entitled, by written notice to the Company, to request an opinion of Independent Counsel regarding the application of such change or interpretation to any of the foregoing, and the Company shall use its best efforts to cause such opinion to be rendered as promptly as practicable.  Any fees and expenses of Independent Counsel incurred in connection with this Agreement shall be borne by the Employee.

(a) To the extent any payments or benefits pursuant to Sections 12 and 13 above (a) are paid from the date of termination of Employee’s employment through March 15 of the calendar year following such termination, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) are paid following said March 15, such Severance Benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, (c) represent the reimbursement or payment of costs for outplacement services, such payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury regulations and to qualify for the exception from deferred compensation pursuant to Section 1.409A-1(b)(9)(v)(A); and (d) are in excess of the amounts specified in clauses (a), (b) and (c) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payments or benefits be delayed until 6 months after Employee’s separation from service if Employee is a “specified Executive” within the meaning of the aforesaid section of the Code at the time of such separation from service. In the event that a six month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period, Employee shall receive a lump sum payment or benefit in an amount equal to the separation payments and benefits that were so delayed, and any remaining separation payments or benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions).

(b) Additionally, in the event that following the date hereof the Company or Employee reasonably determines that any payments or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Employee shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the payments and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the payments and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code.

(c) Each payment in a series of installments shall be considered a separate “payment” for purposes of Section 409A of the Code.

(d) Notwithstanding anything contained herein to the contrary, in no event shall the Company be liable, or otherwise be held responsible, for any additional tax, interest or penalties that may be imposed on Employee under Section 409A of the Code with respect to any payment made under this Agreement.

Appendix A

Permitted Activities

Advisor to Tychnos Biotechnologies (development of AdFasL and Breceptin technology)

Advisor to EMA Partners (advisory services to Colorado-based investment bank)

Nuvicta (advisor to veterinary medical nutrition company)

Appendix B

Alternative Dispute Resolution (ADR) Policy and Agreement

The responding party may submit counterclaim(s) in like manner in accordance with applicable law.