EXHIBIT 10.1

CONFIDENTIAL SEVERANCE AGREEMENT
AND FULL AND GENERAL RELEASE

For good and sufficient consideration, the receipt of which is acknowledged, the Company and Sanjay Patel (“Employee” or “you”) agree as follows:

1.                  Separation Date. Employee’s separation from employment with the Company is effective April 17, 2020 (the “Separation Date”). You agree to work cooperatively with the Company to transition your job duties in an orderly manner. You acknowledge and agree that after the Separation Date, you shall not represent yourself as being an officer, employee, agent, or representative of the Company for any purpose. In addition, by execution of this Agreement, as of the Separation Date, you hereby resign from all positions with the Company.

2.                  Benefits Payable.

(a)               In addition to Employee’s regular compensation through the Separation Date, and assuming Employee timely executes and returns this Agreement, does not timely and properly revoke it and otherwise complies with its terms, as stated herein, the Company agrees to continue to pay Employee’s base salary in accordance with the Company’s standard payroll practices, less applicable taxes, withholdings, and any deductions, for a period of six (6) months following his Separation Date (the “Severance”) in exchange for the covenants, conditions, and obligations set forth in this Agreement. Notwithstanding the foregoing, any Severance that, but for this sentence, would be payable to Employee prior to the first pay date occurring at least five (5) business days after the Effective Date of this Agreement (as defined in Section 10(h) below) shall be suspended until the first pay date commencing at least five (5) business days after the Effective Date of this Agreement. This payment is for disputed compensation. The Company will issue Employee an IRS Form W-2 in connection with payment of the Severance.

(b)               Pursuant to the Employment Agreement entered into by Employee and Company dated July 15, 2019 (the “Employment Agreement”), Employee was provided an Equity Award. Twenty-five percent (25%) of Employee’s Equity Award (the “Vested Award”) shall vest five (5) business days after the Effective Date of this Agreement (as defined in Section 10(h) below). Except as specifically set forth herein, you hereby relinquish and surrender to the Company any and all rights to any stock options or equity interests you may have in the Company, other than the Vested Award.

(c)               The Company shall provide Employee with a reimbursement, up to and through April 17, 2021 (“Reimbursement Period”), of Employee’s health-, vision-, and dental-insurance premiums through COBRA, if Employee continues his existing health-, vision-, and dental-insurance coverage under the Company’s plans after the Termination Date (“COBRA Reimbursement”). The COBRA reimbursement is conditioned upon Employee’s submission to the Company of proof of payment of premiums under COBRA. Upon the Company’s approval of the proof of payment submitted by Employee, the Company will provide the COBRA Reimbursement to Employee within ten (10) business days.

(d)               To the extent applicable, Employee shall receive under separate cover information concerning rights to continue Employee’s participation in any Company-sponsored group health, life insurance plan, and/or 401(k) retirement plan in accordance with applicable law. Employee’s benefits in all other Company-sponsored benefit plans shall terminate in accordance with the terms and conditions of such plans.

(e)               Employee acknowledges that the Severance is good and valuable consideration in exchange for this Agreement, and further acknowledges and agrees that other than the Severance, the Company has paid Employee all compensation due and owing to Employee related to any employment relationship between Employee and the Company, including, without limitation, all salary, commissions, bonuses, sick pay, vacation pay, paid time off, and/or any other benefits.

3.                  Employee’s Restrictive Covenants. Employee explicitly agrees and understands that he remains bound and will abide by the terms and conditions set forth in the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement attached to the Employment Agreement as Exhibit B. Employee also acknowledges and agrees that any breach of such covenants shall be deemed to be a material breach of this Agreement by Employee.

4.                  Release.

(a)               In consideration of the Severance and set forth above, and as a material inducement to the Company to enter into this Agreement, you agree, for yourself, your heirs, executors, administrators, representatives, successors and assigns and anyone claiming by, through or for you, or anyone making a claim on your behalf (for purposes of this Section, “Employee”), to irrevocably and unconditionally waive, release and forever discharge the Company and their respective present, past, and future parents, subsidiaries, and affiliated corporations, divisions, affiliates, predecessors, principals, partners, members, joint venturers, representatives, successors, and assigns, and their past and present owners, directors, officers, employees, stockholders, attorneys, agents, and insurers, and all persons acting by, through, under or in concert with any of them (collectively, “Released Parties”) from any and all liability, actions, causes of actions, common law claims, statutory claims under state or federal law including but not limited to any rights and claims under Title VII of the Civil Rights Act of 1964, as amended, the Employment Retirement Income Security Act, COBRA, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family & Medical Leave Act, the Age Discrimination in Employment Act, the Age Discrimination in Employment Act Amendments of 1990 (sometimes known as the “Older Workers Benefit Protection Act”), the New York Minimum Wage Act, The New York Wage Theft Prevention Act, the Worker Adjustment Retraining Notification Act (“WARN”), the New Jersey Law Against Discrimination, the Connecticut Human Rights and Opportunities Act, the Connecticut Minimum Wage Act, the New York City Human Rights Law, the New York State Human Rights Law, any claim under any New York City or New York state wage and hour statute, regulation, or common law, any claim under any local, state or federal common law, statute, regulation or ordinance, breach of contract claims, breach of any collective bargaining agreement claims, and all demands, damages, expenses, fees (including attorney’s fees, court costs, expert witness fees, etc.), which Employee may now or hereafter have against the Released Parties and/or have on account of, arising out of, or in connection with all interactions, transactions or contracts, express or implied, between Employee and the Released Parties, including, but not limited to Employee’s employment and the termination thereof, through the date of this Agreement, subject, however, to Employee’s right to receive continuation coverage under COBRA pursuant to his elections for as long as he is eligible to do so and makes payments therefor.

(b)               Employee acknowledges that the sum paid by the Company under this Agreement is adequate consideration for his execution of this Agreement, and the Employee further acknowledges that the sum is in excess of any amounts to which he may otherwise be entitled under any contract or other agreement Employee may have with the Company.

(c)               Nothing in this Agreement shall limit or impede your right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission (“EEOC”), any Federal, State, or Local Agency, or to file a claim for unemployment benefits, and/or any causes of action which by law you may not legally waive.

(d)               THIS MEANS THAT BY SIGNING THIS AGREEMENT YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE TO RECOVER IN A LAWSUIT OR OTHER ACTION AGAINST RELEASED PARTIES, INCLUDING BUT NOT LIMITED TO THE COMPANY, BASED ON ANY ACTIONS OR OMISSIONS MADE BY THE RELEASED PARTIES, INCLUDING BUT NOT LIMITED TO CLAIMS WHICH IN ANY WAY ARISE FROM OR RELATE TO YOUR EMPLOYMENT RELATIONSHIP AND THE SEPARATION OF YOUR EMPLOYMENT WITH THE COMPANY, UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT.

5.                  Covenant Not to Sue. Employee agrees and covenants, except as allowed by law with regard to this Agreement, not to sue or file any claims against the Released Parties with regard to any matters arising prior to the execution of this Agreement. Employee represents and warrants that no such claim has been filed to date. Notwithstanding any other provision of this Agreement, Employee shall retain the right to bring any action or proceeding to enforce this Agreement.

6.                  Non-Disparagement; Assistance.

(a)               Employee agrees not to in any way or to any extent slander, libel, disparage, or otherwise impair the reputation, goodwill, or commercial interest of the Company and the Released Parties, including but not limited to their employees, officers, directors, members, management, shareholders, agents and/or the Company’s or the Released Parties’ performance, clinical products, intellectual property, work product or method of operating, provided, however, that Employee’s obligation to tell the truth or produce documents in response to any duly issued subpoena or order to appear in any action, proceeding, or investigation shall in no way be constrained; provided that if Employee receives a subpoena or becomes subject to any legal obligation that might require Employee to disclose information regarding the Company or any of the Released Parties, Employee will provide written notice of that fact to Company within one (1) business day of receipt, enclosing a copy of the subpoena and any other documents describing the legal obligation. Employee agrees that Employee will not, without first obtaining written approval from the Company: (i) make any public statement in the nature of a press release or media interview with respect to any aspect of his employment with the Company or any of its operating units, subsidiaries or affiliates, or (ii) make any statement, written or oral, with respect to past or projected future financial or other performance of the Company or any of its operating units, subsidiaries or affiliates.

(b)               The Company shall use its commercially reasonable efforts to assist Employee in his pursuit of an alternative employment opportunity. Nothing in this Section 6(b) shall require the Company or any of its directors, officers, employees, stockholders, attorneys, agents to make any statement which is not truthful or which would subject the Company or any of its directors, officers, employees, stockholders, attorneys, agents to any potential liability or which would require any public disclosure of any kind.

7.                  No Re-Employment. Employee waives any claim for reinstatement, and specifically agrees he will not ever seek employment or application with the Company or with any of the Company’s affiliated entities at any time in the future. Employee agrees that any attempt to obtain employment or re-employment with Company or its affiliated entities will constitute a breach of this Agreement, and that Company or its affiliated entities may rely upon such breach in refusing employment to Employee or in discharging Employee from employment.

8.                  Company Confidential Information.

(a)               Employee agrees not to disclose any “Confidential Information” which Employee acquired as an employee of the Company to any other person or entity, or use such information in any manner that is detrimental to the interest of the Company or entities or individuals with whom the Company does business. “Confidential Information” shall mean information, material, and trade secrets proprietary to the Company or to any related or affiliated entity of the Company or designated as confidential by the Company, whether or not owned or developed by the Company, of which Employee obtained knowledge or to which Employee obtained access, through or as a result of the Services provided to the Company or to any related or affiliated entity of the Company (including information conceived, originated, discovered or developed in whole or in part by Employee in connection with the Services provided to the Company or to any related or affiliated entity of the Company). Without limiting the generality of the foregoing, Confidential Information shall include, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or still in development): data, documentation, diagrams, flow charts, formulas, research, economic and financial analysis, customer lists, potential customer lists, developments, processes, procedures, employment policies, employment practices, employment procedures, “know how,” marketing techniques and materials, marketing and development plans, customer names, customer lists, and other information related to customers, price lists, pricing policies, the Company-derived market information and financial information.

(b)               Employee shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of the Company’s trade secrets that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. Employee shall not be held criminally or civilly liable under any federal or state trade- secret law for the disclosure of the Company’s trade secrets that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or pursuant to a duly issued subpoena in any civil or criminal proceeding or investigation, provided that arrangements are made in such proceeding or investigation to keep the disclosed information confidential. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade-secret information in the court proceeding, so long as Employee files any document containing the trade secrets under seal and does not disclose the trade secrets, except pursuant to court order.

9.                  Injunctive Relief/Breach of this Agreement.

(a)               Employee acknowledges that any breach of this Agreement would cause irreparable injury to the Company and/or the Released Parties and that their remedy at law would be inadequate and, accordingly, consents to and agrees that temporary and permanent injunctive relief may be granted, without bond, in any proceeding which may be brought to enforce this Agreement, without the necessity of proof of actual damage. This right to an injunction shall not prohibit the Company from pursuing any other remedies available to it including, but not limited to, the recovery of damages. Employee further agrees that the Company may, on three (3) days’ notice to Employee, furnish a copy of this Agreement to any prospective employer of Employee, but only if a copy of this Agreement so provided is complete and un-redacted.

(b)               If either party shall violate the terms of this Agreement, the violating party (i) shall forfeit all rights to future benefits under this Agreement; (ii) shall refund to the Company the amount of Severance paid pursuant to this Agreement; (iii) must pay reasonable attorneys’ fees and all other costs incurred by the Company as a result of Employee’s breach; and (iv) acknowledges that the Company may pursue any other remedies available to it as a result of Employee’s breach including, but not limited to, the recovery of damages.

10.              Provisions Required by the Age Discrimination in Employment Act/Older Workers Benefit Protection Act. Employee acknowledges that:

(a)               Employee is specifically releasing any and all claims, whether known or unknown, which are based on the Age Discrimination in Employment Act;

(b)               This Agreement does not waive rights or claims that arise after the date this Agreement is executed;

(c)               Employee has signed this Agreement of Employee’s own free will in exchange for the consideration stated above, which Employee acknowledges constitutes full, fair, reasonable and adequate consideration, to which Employee is not otherwise entitled, for the affirmations, certifications, representations and promises made herein;

(d)               Employee has carefully read and fully understands all the provisions of this Agreement, including Section 10 of this Agreement entitled “Provisions Required by the Age Discrimination in Employment Act/Older Workers Benefit Protection Act,” and that Employee has been afforded twenty-one (21) days to consider the terms hereof; Employee agrees that changes made to this Agreement at Employee’s request do not restart the twenty-one (21) day period which Employee has to review this Agreement;

(e)               Employee has been advised in writing by this Agreement that Employee should consult with an attorney prior to executing this Agreement;

(f)                Employee understands and agrees that this Agreement shall not become effective or enforceable until seven (7) calendar days (pursuant to the OWBPA) after it is executed by Employee and during that seven (7) day period (the “Revocation Period”), Employee may revoke or rescind this Agreement. If Employee wishes to revoke or rescind this Agreement, Employee agrees to do so in writing within seven (7) days and deliver such written notice of Employee’s intent to revoke by certified mail to: Immunic, Inc., 1200 Avenue of the Americas, Suite 200, New York, NY 10036, Attention CEO. If Employee does not timely revoke or rescind, this Agreement goes into force and effect on the eighth day following its execution;

(g)               Employee also understands that should Employee decide to revoke or rescind this Agreement within seven (7) days of signing, the Agreement will not be effective and the monies and other consideration which the Company has promised to provide Employee shall not be paid or provided; and

(h)               this Agreement shall not become effective until the calendar day following the last day of the Revocation Period (the “Effective Date”) and shall become effective only if Employee timely and properly executes and returns this Agreement, does not timely and properly revoke Employee’s acceptance of it.

11.              Compliance with Section 409A of the Code. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and Treasury guidance promulgated thereunder. If it is determined in good faith that any provision of this Agreement would cause you to incur an additional tax, penalty, or interest under Section 409A of the Code, then the Company and you shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. As used in this Agreement, the terms “termination of employment,” “separation,” and words of similar import mean, for purposes of any payment under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, your “separation from service” as defined in Section 409A of the Code.

12.              Confidentiality. You understand and agree that the existence, terms, and conditions of this Agreement shall be deemed to be fully confidential and you agree not to disclose these terms to any other person or entity, except as may be required by law (including pursuant to any governmental investigation), and to your accountants, attorneys and/or spouse/significant other, provided that each agrees to abide by the confidentiality provisions of this Agreement.

13.              Property.

(a)               Employee represents and warrants that, Employee has not retained any copies, electronic or otherwise, of any tangible and intangible property and Confidential Information, as defined in Section 8, belonging to the Company. Such property includes but is not limited to any and all financial records and data; any written material in Employee’s possession including but not limited to product information, engineering information, customer lists, and the Company policies and procedures; automobiles; credit cards; keys; equipment not otherwise purchased; product and/or customer lists and data; contracts; personnel information; project development information; written proposals and studies; and proprietary software purchased or developed by or for the benefit and use of the Company.

(b)               To the extent Employee discovers that he has any property of the Company in his possession, Employee shall notify the Company and return such property to the Company immediately. If Employee fails to return any and all of the Company’s Confidential Information in his possession, custody, and/or control, it constitute a material breach of this Agreement.

(c)               Notwithstanding the foregoing, Employee shall be obligated and must immediately return to the Company any and all property of the Company, including, but not limited to any Company property that Employee has in his possession, e.g., laptop computer, iPad, access card, office keys, social media passwords, account passwords, etc. in his possession at the time of his termination. All such property must be received by Company within seven (7) days of execution of this Agreement.

(d)               The Company does hereby agree that the property of Employee which is currently in the Company’s New York office may, at Employee’s expense, be recovered by Employee at a mutually acceptable time within six (6) months of the execution of this Agreement and in a manner that does not interrupt the operations of the Company. If Employee is unable to reasonably remove this property within this six-month period, the Company shall extend this period for up to an additional six (6) months.

14.              Miscellaneous. Employee agrees to make Employee reasonably available to the Company to respond to requests by the Company for information pertaining to or relating to the Company, any entity related to the Company, or any of its agents, officers, directors, members or employees. Employee will cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its agents, officers, directors, members or employees, whether administrative, civil, criminal in nature, in which and to the extent the Company deems your cooperation necessary. In the event you are subpoenaed or otherwise ordered to appear in connection with any civil or criminal proceeding or investigation, you will immediately notify the Company. Reasonable actual expenses incurred by the Employee and pre-approved by the Company arising from these matters will be reimbursed by the Company upon sufficient proof. Employee agrees to comply with any executed agreement concerning Confidential Information and/or Non-Disclosure Agreement, or any such other similar agreement.

15.              Taxes. You shall be liable for and shall pay all federal, state, and local income or other similar taxes, and all related interest, penalties, or other liabilities and costs, that may be due in connection with the payments and benefits to be made to you hereunder. The Company shall have the right to withhold from any such payments all amounts necessary to satisfy its withholding obligations with respect thereto. You acknowledge that the Company has not made representations or warranties of any kind regarding the tax consequence, if any, of any payments or benefits described herein. You hereby agrees to indemnify the Company and the Released Parties from any liability for taxes arising out of the Severance including, but not limited to liability arising from Section 409A of the Internal Revenue Code of 1986, as amended.

16.              Successors. This Agreement binds and inures to the benefit of Employee’s heirs, administrators, representatives, executors, successors and assigns, and all Released Parties and their heirs, administrators, representatives, executors, successors and assigns.

17.              Entire Agreement/Modification. This Agreement shall be construed as a whole according to its fair meaning and not strictly for or against Employee, the Company or any Released Party. This Agreement sets forth the entire Agreement between Employee and the Company, and may not be modified except by a writing signed by both you and an authorized official of the Company.

18.              Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one Party, and all such counterparts taken together shall constitute one and the same instrument. Signatures on this Agreement may be communicated by facsimile or PDF (via e-mail) and shall be binding upon the parties transmitting the same.

19.              Severability. The parties hereto believe that the provisions of this Agreement are reasonable and fair in all respects, and are necessary to protect the interests of the parties. However, in case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.

20.              CONFLICT OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF NEW YORK. SUBJECT TO SECTION 21, THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE STATE COURTS IN NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE PARTIES CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 20 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF THIS AGREEMENT IN ANY OTHER JURISDICTION.

21.              Arbitration. Employee hereby waives and shall not seek a jury trial in any lawsuit, proceeding, claim, counterclaim, defense or other litigation or dispute under or in respect of this Agreement. Employee agrees that any such dispute relating to or in respect of this Agreement, (other than injunctive or equitable relief which, at the Company’s option, may be sought in any federal or state court having jurisdiction) shall be submitted to, and resolved exclusively pursuant to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association including Expedited Procedures for Emergency Relief which are expressly adopted herein. Such arbitration shall take place in the New York City, New York Metropolitan Area or other mutually agreeable location and shall be subject to the substantive laws of the State of New York. Decisions pursuant to such arbitration shall be final, conclusive and binding on the parties. The prevailing party in arbitration shall be entitled to recover reasonable costs and attorneys’ fees from the other party. Upon the conclusion of arbitration, the parties may apply to any federal or state court having jurisdiction to enforce the decision pursuant to such arbitration.

[SIGNATURES ARE ON THE NEXT PAGE]

I have carefully read this Agreement; I fully understand the Agreement’s contents and the effects thereof, including the Release in Section 3, I understand that I have a right to review this Agreement with an attorney of my choice, and I have executed the same of my own free will, without any coercion by the Company, the Released Parties, or any of the Company’s or the Released Parties’ directors, officers, employees, agents or representatives.

Sanjay Patel

/s/ Sanjay Patel

Date: April 17, 2020

Immunic, Inc.

By: /s/ Daniel Vitt

Daniel Vitt 

Chief Executive Officer

Date: April 17, 2020

10

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of April 17, 2020 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and DUANE NASH (the “Executive”).

WHEREAS, the Company desires that the Executive be retained as an employee to serve in the capacity of Executive Chairman of the Board of Directors of the Company (“Board”), and the Executive has agreed to serve in such position in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive hereby agree as follows:

1.                  Term of Employment. The Company shall employ the Executive, and the Executive shall accept employment, upon the terms and conditions set forth in this Agreement for the period commencing on the Effective Date and ending on the Date of Termination as provided in Section 5 (such period, including any extension as provided below, shall be referred to as the “Term of Employment”).

2.                  Executive’s Duties and Obligations.

(a)               Duties. The Executive shall serve as the Executive Chairman of the Board. The Executive shall be responsible for all duties customarily associated with such position for a publicly-traded company. The Executive shall report directly to the Company’s Chief Executive Officer and the Board and shall be subject to reasonable policies established by the Board.

(b)               Location of Employment. The Executive’s principal place of business shall be located in San Diego, California. In addition, the Executive acknowledges and agrees that the performance by the Executive of the Executive’s duties shall require frequent travel including, without limitation, overseas travel from time to time.

(c)               Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the covenants contained herein, the Executive has executed and agrees to be bound by the Confidential Information, Assignment of Rights, and Non-Solicitation Agreement (the “Confidentiality Agreement”) attached to this Agreement as Exhibit A. The Executive shall comply at all times with the covenants (including covenants not to solicit employees, consultants and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the Company governing its confidential and proprietary information. The Executive’s obligations under the Confidentiality Agreement shall survive the Term of Employment.

3.                  Devotion of Time to the Company’s Business.

(a)               Efforts. During the Term of Employment, the Executive shall devote a sufficient amount of his business time, attention and effort to the affairs of the Company and shall use his reasonable best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company.

(b)               Other Activities. The Executive may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements and may manage personal investments; provided that such activities do not individually or in the aggregate significantly interfere with the performance of his duties under this Agreement. In addition, the Executive may continue to provide consulting services to Aerpio Pharmaceuticals, Inc. during the Term of Employment so long as such provision of consulting services does not conflict with the Executive’s performance under this Agreement. The Executive confirms that his execution of this Agreement and provision of services hereunder does not, and will not, violate the terms of any separate agreement he may have with such company.

4.                  Compensation and Benefits.

(a)               Base Salary. During the Term of Employment, the Company shall pay to the Executive in accordance with its normal payroll practices a monthly salary of $25,417 dollars (“Base Salary”), which shall be pro-rated for any partial months during the Term of Employment. During the Term of Employment, the Company shall not pay to the Executive any additional cash retainer for serving on the Company’s Board or for acting as the Chairman of the Board. Upon the termination of this Agreement, the Executive shall be entitled to be paid the cash retainer payable to outside directors on the Board and to the Chairman of the Board for the period of time beginning from and after the Date of Termination and for so long as the Executive remains on the Board and serves as the Chairman of the Board.

(b)               Benefits. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees on substantially the same basis that such benefits are provided to such senior executives of a similar level or to other full-time employees (including, without limitation profit-sharing, savings and other retirement plans or programs (e.g., a 401(k) plan)), long-term cash incentive plan, program or arrangement, medical, dental, hospitalization, vision, short- term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other fringe benefit or employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs (whether funded or unfunded). Nothing in this Agreement shall be construed to require the Company to establish or maintain any such fringe or employee benefit plans, programs or arrangements.

(c)               Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior executives of the Company.

(d)               Liability Insurance. The Company shall maintain directors’ and officers’ liability insurance covering the Executive during the Term of Employment.

5.                  Termination of Employment.

(a)               The Term of Employment shall be automatically terminated upon the first to occur of the following (the date of such event, the “Date of Termination”).

(i)                End Date. The Executive’s employment shall terminate on October 15, 2020 or such later date as shall be mutually agreed to in writing by the Executive and the Company.

(ii)              Death. The Executive’s employment shall terminate immediately upon the Executive’s death.

(iii)            Notice by Either Party. Either the Company or the Executive may terminate this Agreement and the Term of Employment for any reason upon delivery of written notice to the other party at least thirty (30) days prior to the desired Date of Termination.

(b)               For clarity, termination of this Agreement shall not constitute a termination of the Executive’s status as the Chairman of the Board.

6.                  Compensation and Benefits Payable Upon of Termination of Employment. Upon the Executive’s termination of employment for any reason, the Executive (or his Beneficiary following the Executive’s death) shall receive (a) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through his Date of Termination; plus (b) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company. Except as provided pursuant to the terms of any employee benefit plan, or for compensation otherwise payable to members of the Board, the Executive will not be entitled to earn or accrue any additional compensation or benefits for any period following his Date of Termination.

7.                  Beneficiary. If the Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by the Executive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to the Executive’s estate. Such payments shall be made in accordance with the terms of this Agreement. The Executive, without the consent of any prior Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation in writing.

8.                  Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

Immunic, Inc. - c/o Immunic AG

Am Klopferspitz 19

82152 Planegg-Martinsried, Germany

Attn: Chief Executive Officer

Email: daniel.vitt@imux.com

If to the Executive:

To the address on file with the records of the Company.

Addresses may be changed by written notice sent to the other party at the last recorded address of that party.

9.                  Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local withholding or other taxes.

10.              Arbitration.

(a)               If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Section 10. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement.

(b)               The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

(c)               Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 11 in order to assert such counterclaim(s).

(d)               The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration:

(e)               The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as required by this Section 10.

(f)                The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder.

(g)               The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law.

(h)               The parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 10, and the costs of the arbitrator(s) shall be equally divided between the parties.

(i)                 Except as provided in the last sentence of Section 10(a), the provisions of this Section 10 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 10 shall pay the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

11.              Recoupment.

(a)               Policy. Any incentive-based compensation received by the Executive, whether pursuant to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall be subject to the terms and conditions of the Company’s Claw Back Compensation Policy, if any (the “Recoupment Policy”), and any other policy of recoupment of compensation as shall be adopted from time to time by the Board or its Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time to time by the Company, are hereby incorporated by reference into this Agreement.

(b)               Non-Indemnification and Advancement for Recoupment. The Company shall not be obligated to indemnify or advance funds to the Executive for any payment or reimbursement by the Executive to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Executive or payment of any profits realized by the Executive from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934 or under the rules of the stock exchange on which the common stock of the Company is listed (including any such payments or reimbursements under Section 304 and 306 of the Sarbanes-Oxley Act of 2002, or pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing).

12.              Miscellaneous.

(a)               Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without regard to the application of choice of law rules.

(b)               Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other prior agreements, promises, understandings and representations regarding the Executive’s employment, compensation, severance or other payments contingent upon the Executive’s termination of employment, whether written or otherwise.

(c)               Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto.

(d)               Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(e)               Binding Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives of the Executive (including the Beneficiary) and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or substantially all of its assets, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless whether such agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law and such successor shall be deemed the Company for purposes of this Agreement.

(f)                Successors and Assigns; Nonalienation of Benefits. Except as provided in Section (e) in the case of the Company, or to the Beneficiary in the case of the death of the Executive, this Agreement is not assignable by any party. Compensation and benefits payable to the Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

(g)               Remedies Cumulative; No Waiver. No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

(h)               Survivorship. Notwithstanding anything in this Agreement to the contrary, all terms and provisions of this Agreement that by their nature extend beyond the Date of Termination shall survive termination of this Agreement.

(i)                 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one document.

13.              No Contract of Employment. Nothing contained in this Agreement will be construed as a right of the Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge the Executive with or without Cause.

14.              Section 409A of the Code. To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

15.              Executive Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as of the 17^th day of April 2020.

IMMUNIC, INC.

By: /s/ Daniel Vitt

Name: Daniel Vitt

Title: Chief Executive Officer

EXECUTIVE

/s/ Duane Nash
Duane Nash

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