NutriBand Inc. (Form: 8-K, Received: 01/27/2022 17:04:02)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2022

Nutriband, Inc.

Nevada		000-55654		81-1118176
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

121 S. Orange Ave. Suite 1500

Orlando, Florida

32801

(Address of Principal Executive Offices)

(Zip Code)

(407) 377-6695

Registrant’s Telephone Number, Including Area Code

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

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

Emerging growth company ☒

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NTRB	The Nasdaq Stock Market LLC
Warrants	NTRBW	The Nasdaq Stock Market LLC

Item 5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

On January 21, 2022, at the annual meeting of our Board of Directors immediately following the Annual Meeting of Stockholders, Serguei Melnik, a Board member, President and Secretary of the Company, was also appointed Chairman of the Board.

Newly-Elected Member of Our Board of Directors

Irina Gram-Contulescu, 34, was elected as a director of the Company at the January 21, 2022 stockholders meeting. Irina is a new member of our Board, and is a Senior Financial Analyst at Thales IFEC, Melbourne, Florida. There she is responsible for financial planning, analysis and risk and opportunities reviews of multiple development and customer programs. From 2016 to 2017, she was a Project Engineering Coordinator at Thales IFEC, where she executed budgeting and forecasting activities with specialized focus on SFRD spending, interfaced with engineering team to monitor and report the performance of the financial impact of projects. From 2013 to 2016, she held various project management, accounting and reporting positions with Siemens Building Technology, Inc., Winter Park, Florida. She received a Bachelor’s Degree in Finance from the University of Central Florida, Orlando, Florida, where she graduated in May 2015, with honors, and received a Masters in Business Administration from the University of Central Florida, Orlando, Florida, in May 2019.

Issuance of Stock Options to Directors and Management

On January 21, 2022, the newly-elected Board of Directors approved the following option grants and the issuance of Option Award Agreements with respect thereto to officers and directors as set forth in the table below, following stockholder approval of the Company’s 2021 Employee Stock Option Plan.

Name	Number of Shares		Per Share Exercise Price		Consideration

Serguei Melnik		20,000	$	5.34	Services rendered in fiscal 2021
Gareth Sheridan		20,000	$	5.34	Services rendered in fiscal 2021
Gerald Goodman		10,000	$	4.85	Services rendered in fiscal 2021
Patrick Ryan		10,000	$	4.85	Services rendered in fiscal 2021
Larry Dillaha		10,000	$	4.85	Services rendered in fiscal 2021
Jeff Patrick		10,000	$	4.85	Services rendered in fiscal 2021
Mike Myer		10,000	$	4.85	Services rendered in fiscal 2021
Sean Gallagher		10,000	$	4.85	Services rendered in fiscal 2021
Mark Hamilton		9,000	$	4.85	Services rendered in fiscal 2021
Radu Bujoreanu		8,000	$	4.85	Services rendered in fiscal 2021
Stefanie Mancas		6,500	$	4.85	Services rendered in fiscal 2021
Steve Damon		5,000	$	4.85	Services rendered in fiscal 2021
Vsevolod Grigore Director		5,000	$	4.85	Services rendered in fiscal 2021
Tyler Overk		10,000	$	4.85	Services rendered in fiscal 2021
Diana Mather		10,000	$	4.85	Services rendered in fiscal 2021
Alan Smith		10,000	$	4.85

Page 1 of 5

Employment Agreements with Company Officers

On January 21, 2022, the Board of Directors of the Company approved Employment Agreements with Gareth Sheridan, our Chief Executive Officer, Serguei Melnik, our President and Gerald Goodman, the Company’s Chief Financial Officer.

Each of the three Employment Agreements is effective February 1, 2022, for an initial term of three years, and the term is automatically extended for additional one-year periods if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one-year term.

The Employment Agreements with Mr. Sheridan and Mr. Melnik each provide for a base salary of $250,000 per year, and the Employment Agreement with Mr. Goodman provides for a base salary of $210,000.

The Employment Agreements provide for incentive payments as established by the Board of Directors, and the Employment Agreements with Mr. Sheridan and Mr. Melnik provide for a performance bonus as follows:

Net Operating Profit Before Income Taxes	Performance Bonus

On the First $10 Million		3.5	%

On the Next $40 Million		3.5	%

On the Next $50 Million		3.0	%

On all Amounts Over $100 Million		2.5	%

Each of the Employment Agreements contains similar provisions for discharge for ”cause”, including breach of the Employment Agreement or specified detrimental conduct by the employee, in which cases accrued compensation would payable as provided in the Employment Agreements. The Agreements also provide for termination by the executives for “good reason”, comprising events such as breach of the Agreement by the Company, assignment of duties inconsistent with the Executive’s position, or in the event of a change in control of the Company. In the event of a termination by the Company without cause, or by the executive for “good reason”, the Company is required to pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:

A. the sum of (1) the executive’s annual minimum salary through the date of termination to the extent not theretofore paid, (2) any annual incentive payment earned by the executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any annual performance bonus payment earned by the executive for a prior period to the extent not theretofore paid and not theretofore deferred, (4) any accrued and unused vacation pay, and (5) any business expenses incurred by the executive that are unreimbursed as of the date of termination;

B. The product of (1) the performance bonus payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365;

C. the amount equal to the sum of (1) three (3) times the executive’s annual minimum salary; (2) one (1) times the performance bonus payment and (3) one (1) times the incentive payment;

D. In the event executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts executive would have been paid if he or she had been vested on the date his/her employment was terminated and the amounts paid or owed to the executive pursuant to such retirement plans;

E. The product of (1) the incentive payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365; and

F. If applicable, the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination.

Page 2 of 5

In addition, all stock options and warrants outstanding as of the date of termination and held by the executive shall vest in full and become immediately exercisable for the remainder of their full term; all restricted stock shall no longer be restricted to the extent permitted by law, and the Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible.

The Employment Agreements of Mr. Sheridan and Mr. Melnik provide that, to the extent any payment under the Employment Agreement to the executive is subject to the excise tax imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse the executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment of the initial taxes on such amount. The Company is also required to bear the costs and expenses of any proceeding with any taxing authority in connection with the imposition of any such excise tax.

FOR THE FULL TERMS OF THE EMPLOYMENT AGREEMENTS WITH OUR EXECUTIVE OFFICERS, PLEASE REFER TO THE COPIES OF THE AGREEMENTS FILED AS EXHIBITS WITH THIS REPORT.

Item 5.03. Amendment to Articles of Incorporation and By-Laws.

On January 21, 2022, Company’s Board of Directors approved amendments to our By-Laws which are set forth in Amended and Restated By-Laws that provide for the office of a Chief Executive Officer, who would have general and active management of the business of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect. He or she would execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and would perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The functions and duties of the President were amended to provide that the President shall be the Chief Operating Officer of the Corporation, unless another officer is designated for that position, and shall, in the absence of the Chief Executive Officer, or in the event of his or her refusal or inability to act, perform the duties and exercise the powers of the Chief Executive Officer, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Board also amended Article II, Section 1, of the By-Laws to provide that the annual meeting of the stockholders of the Corporation shall be held within twelve, rather than six, months after the close of the fiscal year of the Corporation, for the purpose of electing Directors, and transacting such other business as may properly come before the meeting.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2021 Annual Meeting of Stockholders was held on January 21, 2022, in Orlando, Florida. At the meeting, three proposals were on the agenda for approval by the Company’s stockholders: election of 6 directors, ratification of the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent audit firm for fiscal 2021, and approval of the Company’s 2021 Employee Stock Option Plan. The results of the stockholder votes on each of these proposals is set forth below.

Page 3 of 5

Proposal One – Election of Directors

Proposal 1

Proposal One. At the 2021 Annual Meeting, the stockholders elected the six candidates nominated by the Company’s Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected.

The table below presents the results of the election:

	FOR		WITHHELD		BROKER NON-VOTE
Gareth Sheridan		4,716,015		1,246		31,295
Serguei Melnik		4,715,016		1,245		31,295
Mark Hamilton		4,702,518		14,743		31,295
Radu Bujorneanu		4,702,518		15,743		31,295
Stefanie Mancas		4,701,518		15,743		31,295
Irina Gram		4,608,335		-0-		-0-

Proposal Two – Ratification of Selection of Independent Public Registered Accounting Firm

The stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021. The results of such vote were:

Votes For		Votes Against				Votes Abstain				Broker Non-Vote
5,002,498			4				8,835				18,849

Proposal Three – Approval of the 2021 Employee Stock Option Plan

The stockholders voted to approve the Company’s 2021 Employee Stock Option Plan, with the results set forth below:

Votes For		Votes Against				Votes Abstain				Broker Non-Vote
4,717,470			17,165				1,475				294,076

Item 7.01. Regulation FD Disclosure.

See attached Press Release issued January 18, 2022, concerning expansion of the Company’s product pipeline.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

3.2A		Amended and Restated By-Laws of Nutriband Inc. adopted January 21, 2022
10.27		Employment Agreement, effective as of February 1, 2022, between the Company and Gareth Sheridan.
10.28		Employment Agreement, effective as of February 1, 2022, between the Company and Serguei Melnik.
10.29		Employment Agreement, effective as of February 1, 2022, between the Company and Gerald Goodman.
99.1		Nutriband Press Release dated January 18, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page 4 of 5

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

	NUTRIBAND, INC.

Date: January 27, 2022	By:	/s/ Gareth Sheridan
		R: Gareth Sheridan
		Chief Executive Officer

Page 5 of 5

EXHIBIT 3.2A

As Adopted by the Board of Directors on January 21, 2022

AMENDED AND RESTATED

BY-LAWS

NUTRIBAND INC.

ARTICLE I – OFFICES

The registered office of the Corporation in the State of Nevada shall be located at such location as shall be determined by the Board of Directors, and it may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 1 - ANNUAL MEETINGS.

The annual meeting of the stockholders of the Corporation shall be held within twelve (12) months after the close of the fiscal year of the Corporation, for the purpose of electing Directors, and transacting such other business as may properly come before the meeting.

SECTION 2 - SPECIAL MEETINGS.

Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, or as otherwise required by law.

SECTION 3 - PLACE OF MEETINGS.

All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of such meetings.

SECTION 4 - NOTICE OF MEETINGS.

(a) If under the provisions of the Nevada Private Corporations Law stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the President or a Vice President, or the Secretary, or an Assistant Secretary, or by such other natural person or persons as the Directors may designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held.

(b) A copy of the notice must be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the Corporation, and upon the mailing of any such notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the Corporation, association or partnership.

(c) Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.

SECTION 5- QUORUM.

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record a majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum for the transaction of business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

SECTION 6 – VOTING.

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of Directors, to be taken by vote of the stockholders, is approved if the number of votes cast in favor of the action exceeds the number of votes cast against the action.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat shall be entitled to one vote for each share of stock standing in his or her name on the records books of the Corporation.

(c) Unless elected pursuant to Section 78.320 of the Nevada Revised Statutes, Directors of the Corporation shall be elected at the annual meeting of stockholders by a plurality of the votes cast at the election.

(d) Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or herself or by his or her attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of six (6) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.

SECTION 7 - RECORD DATE.

The Directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix, in advance, a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that date are entitled to notice or to vote at such a meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to an adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting. The Board of Directors must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.

Page 2 of 12

ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE.

(a) The number of the Directors of the Corporation shall be not less than one (1) nor more than five (5), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The first Board of Directors shall consist of three directors. The number of Directors shall not be less than one (1) or the minimum number permitted by statute, if higher.

(b) Each Director shall hold office until the annual meeting of the stockholders next succeeding his or her election, and until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

SECTION 2 - DUTIES AND POWERS.

The Board of Directors shall have full control over the affairs of the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the stockholders.

SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE.

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders, at the place of such annual meeting of stockholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each Director who shall not have been present at the meeting at which such change was made within the time limited, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph (c) of such Section 4.

SECTION 4 - SPECIAL MEETING; NOTICE.

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each Director, addressed to him or her at his or her residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him or her at such place by telegram or facsimile, or shall be delivered to him or her personally or given to him or her orally, not later than three (3) days before the day on which the meeting is to be held. A notice, or waiver of notice except as required by statute, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or her or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Page 3 of 12

SECTION 5 – CHAIRMAN.

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Chief Executive Officer shall preside, and in his or her absence, a Chairman chosen by the Directors shall preside.

SECTION 6 - QUORUM AND ADJOURNMENTS.

(a) At all meetings of the Board of Directors, the presence of a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws.

(b) A majority of the Directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

SECTION 7 - MANNER OF ACTING.

(a) At all meetings of the Board of Directors, each Director present shall have one vote, irrespective of the number of shares of stock, if any, which he or she may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

(c) Unless otherwise required by the Articles of Incorporation or statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or Committee. Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.

(d) Unless otherwise prohibited by amendments to the Articles of Incorporation or statute, members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone or a similar communications method by which all persons participating in the meeting can hear each other. Such participation constitutes presence in person at the meeting.

SECTION 8 – VACANCIES.

Any vacancy in the Board of Directors, occurring by reason of an increase in the number of Directors, or by reason of the death, resignation, disqualification, removal (unless vacancy created by the removal of a Director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any Director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

SECTION 9 – RESIGNATION.

Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 10 – REMOVAL.

Any Director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a two-thirds majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose.

Page 4 of 12

SECTION 11 – SALARY.

No stated salary shall be paid to Directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 12 – CONTRACTS.

(a) A contract or other transaction is not void or voidable solely because: (1) the contract or transaction is between the Corporation and (A) one or more of its Directors or officers; or (B) another corporation, firm or association in which one or more of its directors or officers are Directors or officers of the Corporation, or are financially interested; (2) a common or interested Director or officer (A) is present at the meeting of the Board of Directors or a Committee thereof which authorizes or approves the contract or transaction; or (B) joins in the execution of a written consent which authorizes or approves the contract or transaction pursuant to subsection 2 of Nevada Revised Statutes 78.315; or (3) the vote or votes of a common or interested Director are counted for the purpose of authorizing or approving the contract or transaction, if one of the circumstances specified in subsection (b) exists.

(b) The circumstances in which a contract or other transaction is not void or voidable pursuant to subsection (a) are: (1) the fact of the common directorship, office or financial interest is known to the Board of Directors or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested Director or Directors; (2) the fact of the common directorship, office or financial interest is known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power (The votes of the common or interested Directors or officers must be counted in any such vote of stockholders); (3) the fact of the common directorship, office or financial interest is not known to the Director or officer at the time the transaction is brought before the Board of Directors of the Corporation for action; or (4) the contract or transaction is fair as to the Corporation at the time it is authorized or approved.

(c) Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a Committee thereof which authorizes, approves or ratifies the contract or transaction, and if the votes of the common or interested Directors are not counted at the meeting, then a majority of the disinterested Directors may authorize, approve or ratify a contract or transaction.

SECTION 13 – COMMITTEES.

(a) Unless it is otherwise provided in the Articles of Incorporation, the Board of Directors may designate one or more Committees which, to the extent provided in the resolution or resolutions, have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place a seal.

(b) The Committee or Committees must have such name or names as may be stated in the By-Laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

(c) Each Committee must include at least one Director. Unless the Articles of Incorporation provide otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on Committees.

Page 5 of 12

ARTICLE IV - OFFICERS

SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE.

(a) The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer or Chief Financial Officer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a Director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been elected and qualified or until his or her death, resignation or removal.

SECTION 2 – RESIGNATION.

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3 – REMOVAL.

Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.

SECTION 4 – VACANCIES.

A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

SECTION 5 – CHAIRMAN OF THE BOARD.

The Chairman of the Board, if one is elected, shall preside at all meetings of stockholders and at all meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 6. – CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 6 – PRESIDENT. The President shall be the Chief Operating Officer of the Corporation, unless another officer is designated for that position, and shall, in the absence of the Chief Executive Officer, or in the event of his or her refusal or inability to act, perform the duties and exercise the powers of the Chief Executive Officer, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Page 6 of 12

SECTION 7 – VICE PRESIDENT.

The Vice President, or if there be more than one, the Vice Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), in the absence of the President or in the event of his or her inability or refusal to act, shall perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 8 – SECRETARY AND ASSISTANT SECRETARIES.

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors or the President. He or she shall have custody of the corporate seal of the Corporation; he or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it; and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 9 – CHIEF FINANCIAL OFFICER OR TREASURER.

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, he or she shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

SECTION 10 - SURETIES AND BONDS.

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his or her hands.

SECTION 11 - SHARES OF STOCK OF OTHER CORPORATIONS.

Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power of the Corporation as such stockholder (including the attendance, acting and voting at stockholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.

Page 7 of 12

ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATES OF STOCK.

(a) Shares of capital stock of the Corporation may be certificated or uncertificated. If certificated, the certificates representing shares of the Corporation’s stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued., as provided under the Delaware General Corporation Law. The certificates shall bear the following: the corporate seal, the holder’s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.

(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

SECTION 2 - LOST OR DESTROYED CERTIFICATES.

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his or her legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.

SECTION 3 - TRANSFER OF SHARES.

(a) (i) If the shares are certificated, transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his or her duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agencies may require. (ii) If such shares are uncertificated, upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have expenses or other notice thereof, except as otherwise expressly provided by law.

Page 8 of 12

ARTICLE V - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1 - GRANT OF INDEMNIFICATION.

Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of this or another Corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan (a “covered person”), whether the basis of such proceeding is alleged action in an official capacity as a covered person shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who ceased to be a covered person and shall inure to the benefit of his or her heirs, executors and administrators.

SECTION 2 – LIMITATIONS ON INDEMNIFICATION.

No indemnification shall be provided hereunder to any covered person to the extent that such indemnification would be prohibited by Nevada state law or other applicable law as then in effect, nor, with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any covered person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, nor shall the corporation indemnify any covered person who shall be adjudged in any action, suit or proceeding for which indemnification is sought, to be liable for any negligence or intentional misconduct in the performance of a duty.

SECTION 3 – ADVANCEMENT OF EXPENSES.

The right to indemnification conferred in this section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses.

SECTION 4 – RIGHT TO ENFORCE INDEMNIFICATION.

If a written claim to enforce indemnification is not paid in full by the Corporation within 60 days after receipt by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action that the claimant has not met the standards of conduct which make it permissible hereunder or under Nevada state law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein or in Nevada state law nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Page 9 of 12

SECTION 5 – NONEXCLUSIVITY.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall be valid to the extent consistent with Nevada law.

SECTION 6 – INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.

The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, Nevada state law or on such other terms as the Board may deem proper.

SECTION 7 – INSURANCE AND OTHER SECURITY.

The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from his or her status as an officer, director, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under Nevada state law. The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this section.

SECTION 8 – AMENDMENT OR MODIFICATION.

This Article V may be altered or amended at any time as provided in these Bylaws, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment.

SECTION 9 – EFFECT OF ARTICLE.

The rights conferred by this Article V shall be deemed to be contract rights between the Corporation and each person who is or was a director or officer. The Corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the Corporation.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amount, and at such time or times as the Board of Directors may determine.

Page 10 of 12

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall end on January 31, and may be changed by the Board of Directors from time to time subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS

SECTION 1 - BY STOCKHOLDERS.

All By-Laws of the Corporation shall be subject to alteration or repeal, and new By-Laws may be made, by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of Directors at any annual or special meeting of stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

SECTION 2 - BY DIRECTORS.

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, these By-Laws; provided, however, that the stockholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal By-Laws or amendments thereto made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the By-Laws with respect to the removal of Directors or the filling of vacancies in the Board resulting from the removal by the stockholders. If any provision of these By-Laws regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the By-Laws so adopted, amended or repealed, together with a concise statement of the changes made.

Page 11 of 12

CERTIFICATE OF SECRETARY

THIS IS TO CERTIFY that I am the duly elected, qualified and acting Secretary of Nutriband Inc. and that the above and foregoing By-Laws constituting a true correct copy were duly adopted as the By-Laws of said Corporation and are in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand.

DATED:

	SECRETARY

Page 12 of 12

EXHIBIT 10.27

Employment agreement

NUTRIBAND INC.

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 1, 2022 (“Effective Date”), by and between GARETH SHERIDAN of 333 Fairway Blvd., Panama City Beach, FL, 32407, (“Executive”) and NUTRIBAND Inc., a Nevada corporation (the “Company”).

PREAMBLE

WHEREAS, the Board of Directors of the Company recognizes Executive’s previous and potential contribution to the growth and success of the Company and desires to assure the Company of Executive’s continued employment in an executive capacity as Chief Executive Officer and to compensate him therefore;

WHEREAS, Executive wants to be employed by the Company and to commit himself to serve the Company on the terms herein provided;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the parties agree as follows:

1 General Definitions.

“Exchange Act” shall refer to the Securities Exchange Act of 1934, as amended.

“Benefits” shall mean all the fringe benefits approved by the Board from time to time and established by the Company for the benefit of Executives generally and/or for key Executives of the Company as a class, including, but not limited to, regular holidays, vacations, absences resulting from illness or accident, health insurance, disability and medical plans (including dental and prescription drug), group life insurance, and pension, profit-sharing and stock bonus plans or their equivalent.

“Board” shall mean the Board of Directors of the Company, together with an executive committee thereof (if any), as same shall be constituted from time to time.

“Business” shall refer to the business of the Company which is described as: Medical Products Development.

“Chairman” shall mean the individual designated by the Board from time to time as its Chairman.

“Change of Control” shall mean a change in control that would be required to be reported in response to Item 5.01 of Form 8-K under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if i) any “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, as constituted, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities, (ii) during any period of three consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a Director at the beginning of such period has been approved in advance by Directors representing at least two-thirds of the Directors then in office who were Directors at the beginning of the period.

Notwithstanding anything to the contrary in this Agreement, Executive acknowledges that the Company is seeking to raise capital from investors which would result in such investors acquiring a significant interest in the Company. Provided that Executive consents in writing to or votes as a director in favor of the infusion of capital to the Company in exchange for a significant equity interest in the Company, no Change in Control shall be deemed to have occurred.

“Chief Executive Officer” shall mean the individual having responsibility to the Board for direction and management of the executive and operational affairs of the Company and who reports and is accountable only to the Board.

“Code” shall refer to the Internal Revenue Code of 1986, as amended.

“Company” shall mean Nutriband Inc., a Nevada corporation, together with such subsidiaries and affiliates of the Company, as may from time to time exist.

“Competitor” shall mean any person, entity, company, or corporation engaged in the same Business in the same Territory as the Company.

“Disability” shall mean a written determination by a physician mutually agreeable to the Company and Executive (or, in the event of Executive’s total physical or mental disability, Executive’s legal representative) that Executive is physically or mentally unable to perform his duties of Chief Executive Officer under this Agreement and that such disability can reasonably be expected to continue for a period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve (12)-month period.

“Executive” shall mean Gareth Sheridan and, if the context requires, his heirs, personal representatives, and permitted successors and assigns.

“Person” shall mean any natural person, incorporated entity, limited or general partnership, business trust, association, agency (governmental or private), division, political sovereign, or subdivision or instrumentality, including those groups identified as “persons” in §§13(d)(3) and 14(d)(2) of the Exchange Act.

Page 2 of 20

“Term” shall mean a period Three (3) years commencing with the Effective Date hereof (the “Initial Term”). On the third (3^rd) anniversary of the Effective Date, and on each subsequent annual anniversary of the effective date thereafter, this Agreement shall be automatically extended for an additional year (the “Renewal Term(s)”) unless either party notifies the other in writing more than ninety (90) days prior to the relevant anniversary date that this Agreement is no longer to be extended. The Initial Term and each subsequent Renewal Term shall constitute the “Term” of this Agreement and all references to the “Term” shall apply accordingly.

2. Positions, Responsibilities, and Terms of Employment.

2.01 Position. Executive shall serve as Chief Executive Officer and in such additional management position(s) as the Board shall designate. In this capacity Executive shall, subject to the bylaws of the Company, and to the direction of the Board, serve the Company by performing such duties and carrying out such responsibilities as are normally related to the position of Chief Executive Officer in accordance with the standards of the industry. The Board shall either vote or recommend to the shareholders of the Company, as appropriate, that during the term of employment pursuant to this Agreement: (i) Executive be nominated for election as a director at each meeting of shareholders held for the election of directors; (ii) Executive be elected to and continued in the office of Chief Executive Officer of the Company and such of its subsidiaries as he may select; (iii) Executive be elected to and continued on the Board of each subsidiary of the Company; (iv) if the Board of the Company or any of its subsidiaries shall appoint an executive committee (or similar committee authorized to exercise the general powers of the Board), Executive be elected to and continued on such committee; and (v) neither the Company nor any of its subsidiaries shall confer on any other officer or Executive authority, responsibility, powers or prerogatives superior or equal to the authority, responsibility, prerogatives and powers vested in Executive hereunder.

2.02 Best Efforts Covenant. Executive will, to the best of his ability, devote a substantial portion of his professional and business time and best efforts to the performance of his duties for the Company and its subsidiaries and affiliates. However, this will not prevent Executive from engaging in other business activities with other business entities that do not interfere with his responsibilities as Chief Executive Officer.

2.03 Non-Exclusivity; No Adverse Participation. During this Agreement’s Term, Executive will be free to engage in any other employment, occupation or business enterprise so long as they do not interfere with his ability to perform his duties under this Agreement. However, Executive agrees not to acquire, assume, or participate in, directly or indirectly, any position, investment, or interest in the Territory adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing, except that such acquisition, assumption or participation shall be permitted if such position, investment or interest is approved by the Board of Directors of the Company. The provisions of this Section shall not prevent Executive from owning shares of any Competitor of the Company so long as such shares (i) do not constitute more than 5% of the outstanding equity of such Competitor, and (ii) are regularly traded on a recognized securities exchange or listed for trading in the over-the-counter market.

Page 3 of 20

2.04 Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not during the Term and for one year thereafter:

(i) Persuade or attempt to persuade any person or entity which is or was a customer, client, licensee or licensor of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer,” “licensee,” “licensor,” and “client” as used in this Section 8 to include any potential customer, licensee, licensor or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or during the twelve (12) months preceding the termination of his employment;

(ii) Solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within two (2) years prior to the termination of his employment; or

(iii) Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company.

Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in this Section 2.04 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

2.05 Confidential Information. Executive recognizes and acknowledges that the Company’s trade secrets and proprietary information and know-how, as they may exist from time to time (“Confidential Information”), are valuable, special and unique assets of theCompany’s business, access to and knowledge of which are essential to the performance of Executive’s duties hereunder. Executive will not, during or after the term of his employment by the Company, in whole or in part, disclose such secrets, information or know-how to any Person for any reason or purpose whatsoever, nor shall Executive make use of any such property for his own purposes or for the benefit of any Person (except the Company) under any circumstances during or after the term of his employment, provided that after the term of his employment these restrictions shall not apply to such secrets, information and know-how which are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information or processes entering the public domain without the Company’s consent). Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement, prior to making any disclosure, so that the Company may seek an appropriate protective order. Executive agrees to hold as the Company’s property all memoranda, books, papers, letters, customer lists, processes, computer software, records, financial information, policy and procedure manuals, training and recruiting procedures and other data, and all copies thereof and therefrom, in any way relating to the Company’s business and affairs, whether made by him or otherwise coming into his possession, and on termination of his employment, or on demand of the Company at any time, to deliver the same to the Company. Executive agrees that he will not use or disclose to other executives of the Company, during the term of this Agreement, confidential information belonging to his former employers.

Page 4 of 20

Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company, except as required in his normal course of employment by the Company. Executive shall use his best efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby.

2.06 Records, Files. All records, files, drawings, documents, equipment and the like relating to the business of the Company which are prepared or used by Executive during the Term of his employment under this Agreement shall be and shall remain the sole property of the Company.

2.07 Hired to Invent. Executive agrees that every improvement, invention, process, apparatus, method, design and any other creation that Executive may invent, discover, conceive, or originate by himself or in conjunction with any other Person during the term of Executive’s employment under this Agreement that relates to the business carried on by the Company during the Term of Executive’s employment under this Agreement shall be the exclusive property of the Company. Executive agrees to disclose to the Company every patent application, notice of copyright, or other action taken by Executive or any affiliate or assignee to protect intellectual property during the twelve (12) months following Executive’s termination of employment at the Company, for whatever reason, so that the Company may determine whether to assert a claim under this Section or any other provision of this Agreement.

2.08 Equitable Relief. Executive acknowledges that his services to the Company are of a unique character which give them a special value to the Company. Executive further recognizes that violations by Executive of any one or more of the provisions of this Section 2 may give rise to losses or damages for which the Company cannot be reasonably or adequately compensated in an action at law and that such violations may result in irreparable and continuing harm to the Company. Executive agrees that, therefore, in addition to any other remedy which the Company may have at law and equity, including the right to withhold any payment of compensation under Section 4 of this Agreement, the Company shall be entitled to injunctive relief, without posting any bond or showing actual damages, to restrain any violation, actual or threatened, by Executive of the provisions of this Agreement.

3. Compensation.

(b) 3.01 Minimum Annual Compensation. For his services to the Company during the Term, the Company shall pay Executive an annual salary (“Salary”) at the rate of $250,000. The Executive’s Salary shall be reviewed at least annually by the compensation committee of the Board and may be increased (but not decreased) in the sole discretion of the compensation committee. All Salary payments shall be payable in such installments as the Company regularly pays its executive officers, but not less frequently than semi-monthly. In the event that the Company does not have a compensation committee, all references in this Agreement to the compensation committee shall be deemed to refer to the Board without the participation or attendance by the Executive unless such participation is required in order that there be a quorum.

Page 5 of 20

Executive’s salary shall be payable in periodic installments in accordance with the Company’s usual practice for Executives of the Company.

3.02 Incentive Compensation. In addition to the Minimum Annual Compensation, Executive shall be entitled to receive payments as set forth herein:

(a) Bonus Programs. Under the Company’s incentive compensation and/or bonus program(s) (as in effect from time to time), if any (“Incentive Compensation”), in such amounts as are determined by the Company to be appropriate for Executives of the Company. Any Incentive Compensation which is not deductible, in the opinion of the Company’s counsel, under § 162(m) of the Internal Revenue Code shall except as otherwise provided in this Agreement be deferred and paid, without interest, in the first (1st) year or years when and to the extent such payment may be deducted, Executive’s right to such payment being absolute, subject only to the provisions of Section 2.08.

(b)(1) Performance Bonus. Notwithstanding anything to the contrary in this Agreement, in addition to the payments and other benefits described in this Section 3 above, Executive shall be entitled to a Performance Bonus while rendering services as Chief Executive Officer or in such similar capacity. Such bonus shall be based on the Net Operating Profit Before Income Taxes as shown on the Annual Financial Statements or as provided by the accountants regularly engaged by the Company. In the event Executive’s employment becomes less than the entire year covered by the Annual Financial Statements, Executive shall be entitled to a prorated bonus. The prorated bonus shall be the amount Executive would have received if Executive had been employed as Chief Executive Officer or in such similar capacity for the entire annual period, prorated to the portion of the annual period Executive was actually employed as such.

(2) The Performance Bonus shall be calculated as follows:

Net Operating Profit Before Income Taxes	Performance Bonus

On the First $10 Million		3.5	%

On the Next $40 Million		3.5	%

On the Next $50 Million		3.0	%

On all Amounts Over $100 Million		2.5	%

(b Notwithstanding anything to the contrary in this Agreement, all bonuses described herein shall be paid within thirty (30) days after the audited Annual Financial Statements are completed and furnished to the Company or filed with the SEC, whichever is earlier. In the event Executive’s employment is for a period less than the entire year covered by the Annual Financial Statements, Executive shall be entitled to a prorated bonus. The prorated bonus shall be the amount Executive would have received if Executive had been employed as Chief Executive Officer or in such similar capacity for the entire annual period, prorated to the portion of the annual period Executive was actually employed as such.

Page 6 of 20

(c) Stock Compensation. The Employee shall be entitled to receive in the form of Common Stock options in an amount as determined annually by the Compensation Committee of the Board. In the event the Employee’s employment by the Company is terminated on or before January 31, 2025 or following a Change of Control, any stock options provided for above shall be deemed to be earned in full and shall be paid by the Company simultaneously with such change in control.

3.03 Participating in Benefits. Executive shall be entitled to all Benefits for as long as such Benefits may remain in effect and/or any substitute or additional Benefits made available in the future to Executives of the Company, subject to and on a basis consistent with the terms, conditions, and overall administration of such Benefits adopted by the Company. Benefits paid to Executive shall not be deemed to be in lieu of other compensation to Executive hereunder as described in this Section 3.

3.04 Specific Benefits. During the term of this Agreement (and thereafter to the extent this Agreement shall require):

(i) Executive shall be entitled to five (5) weeks of paid vacation time per year, to be taken at times mutually acceptable to the Company and Executive.

(ii) The Company shall provide fully paid accident and health insurance for Executive and his family unless waived by Executive in writing. Any waiver of such benefits may be revoked at any time by Executive.

(iii) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Executive’s services, duties and obligations to and on behalf of the Company, the Company shall provide to Executive, at the Company’s sole cost and expense, two vehicles to be chosen by Executive, one in the Orlando, Florida, metropolitan region and one in the Salt Lake City, Utah, metropolitan region, with an aggregate car allowance cost to the Company for both vehicles of not more than two thousand and 00/100 dollars ($2,000) per month. In addition thereto, the Company shall bear the expense of insurance, fuel, and maintenance of said vehicle.

(iii) In addition to the vacation provided pursuant to Section 3.04 (A) hereof, Executive shall be entitled to not less than ten (10) paid holidays (other than weekends) per year, generally on such days on which the New York Stock Exchange is closed to trading.

(iv) Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him (in accordance with the policies and procedures established by the Company or the Board for the similarly situated Executives of the Company) in performing services hereunder.

Page 7 of 20

(vi) Upon submission of travel and expense reports accompanied by proper vouchers, the Company will pay or reimburse Executive for all transportation, hotel, living, and related expenses incurred by Executive on business trips away from the Company’s principal office, and for all other business and entertainment expenses reasonably incurred by him in connection with the business of the Company and its subsidiaries and affiliates during the term of this Agreement.

(vii) Executive shall be eligible to participate during the Employment Period in Benefits not inconsistent or duplicative of those set forth in this Section 3.04 as the Company shall establish or maintain for its Executives or executives generally.

(viii) During and following the Term of this Agreement, the Company shall indemnify and hold the Executive harmless to the maximum extent permitted under the Private Corporations Law of Nevada for acts taken within the scope of his employment. To the extent that the Company obtains coverage under a director and officer indemnification policy, the Executive shall be entitled to such coverage on a basis that is no less favorable than the coverage provided to any other officer or director of the Company. This provision shall survive termination of this Agreement.

3.05 Indemnification. The Company will indemnify and hold harmless the Executive to the fullest extent permitted in Nevada Revised Statutes Chapter 78 (Private Corporations Law) in connection with the defense of any action, suit or proceeding to which he is a party or threatened thereby, by reason of his being or having been an officer or director of the Company. The right to indemnification provided by this Section 3.06 shall be superseded as of the effective date of any indemnification agreement entered into between the Company and its directors and executives by the terms of such indemnification agreement.

4. Termination of Employment.

4.01. Death or Permanent Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term hereof. If the Company determines in good faith that the Permanent Disability of the Executive has occurred during the Term of this Agreement (pursuant to the definition of Permanent Disability set forth below), it may provide the Executive with written notice in accordance with Section 8.09 of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Permanent Disability” shall have such meaning as under the Company’s disability plan in which the Executive participates or, if the Executive does not participate in any such plan, shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness, as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

Page 8 of 20

4.02. Termination for Cause. The Company may terminate the Executive’s employment during the Term hereof either with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful failure of the Executive to perform the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure or conduct is not corrected;

(ii) the willful engaging by the Executive in illegal conduct or willful misconduct which is materially and demonstrably injurious to the Company;

(iii) the Executive’s indictment for, or plea of guilty or nolo contendere to, a charge of commission of a felony;

(iv) the Executive’s disclosure of confidential information in violation of the Company’s written policies which is materially and demonstrably injurious to the Company which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure o r conduct is not corrected; or

(v) the Executive’s material willful breach of this Agreement which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure or conduct is not corrected.

For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clauses (i), (ii) or (iv) above, and specifying the particulars thereof in detail.

4.03 Good Reason. “Good Reason” shall mean (in the absence of the written consent of the Executive):

(i) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

Page 9 of 20

(ii) any other material breach of this Agreement by the Company;

(iii) any failure by the Company to comply with Section 8.01 of this Agreement; or

(iv) an event that results in a Change of Control occurs.

The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (iv) shall not affect the Executive’s ability to terminate employment for Good Reason and the Executive’s death following delivery of a Notice of Termination for Good Reason shall not affect the Executive’s estate’s entitlement to any severance payments or benefits under Section 5(a) of this Agreement. For purposes of providing notice pursuant to this Section, either Executive or Executives attorney-in-fact, personal representative, executor, or other legal representative (including but not limited to Executive’s attorney) may deliver the requisite notices described herein.

4.04 Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 8.04 of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.05 Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause or by the Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within thirty (30) days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Permanent Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Permanent Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 4 constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”

Page 10 of 20

5 Obligations of the Company upon Termination.

5.01 Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than thirty (30) days after the Date of Termination, if, during the Term of this Agreement, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason:

(i) The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination (or, if later, five (5) days after the effective date of the Waiver and Release), the aggregate of the following amounts:

A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”);

B. the product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”);

C. the amount equal to the sum of (i) Five times the Executive’s Annual Minimum Salary; (ii)three times the Performance Bonus Payment and (iii) the Incentive Payment (i-iii collectively, the “Severance Payment”);

D. in the event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing, or any other qualified or non-qualified retirement plan(s), the difference between the amounts Executive would have been paid if he had been vested on the date his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans;

E. the product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); and

F. the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination.

(ii) Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable:

A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term;

Page 11 of 20

B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the “Equity Benefits”).

(iii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).

5.02 Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations, the Pro-Rata Performance Bonus Payment, the Pro-Rata Incentive Payment, the Equity Benefits, the provision of the Retiree Coverage for the Executive’s spouse as of the date hereof and the timely payment or provision of the Other Benefits. Accrued Obligations, the Pro- Rata Performance Bonus Payment, and Pro-Rata Incentive Payment shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination, and the payment in respect of the Retiree Coverage (which will be in addition to any rights to COBRA Coverage) shall be paid as soon as reasonably practicable following the Executive’s death but in no event later than the end of the COBRA Coverage period. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5.02 shall include, and the Executive’s estate shall be entitled after the Date of Termination to receive, death benefits as in effect at the Date of Termination generally with respect to senior executives of the Company.

5.03 Permanent Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations, the Pro-Rata Performance Bonus Payment, the Pro-Rata Incentive Payment and the Severance Payment, the Equity Benefits, the provision of the Medical Benefits in accordance with the 409A Medical Benefits Treatment, and the timely payment or provision of the Other Benefits. Accrued Obligations, the Pro-Rata Performance Bonus Payment, the Pro-Rata Incentive Payment, and the Severance Payment shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided, that in the event that the Executive is a Specified Executive, the Pro-Rata Performance Bonus Payment and the Severance Payment shall be paid, with Interest, to the Executive on the Delayed Payment Date. In addition, in the event that the Executive is a Specified Executive, any cash payments in respect of the Retiree Coverage shall be paid to the Executive (or, as applicable, his spouse on the date hereof) on the later of (i) the Delayed Payment Date and (ii) the date that such payments would have otherwise been paid pursuant to the Retiree Coverage. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5.03 shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits as in effect at any time thereafter generally with respect to senior executives of the Company.

Page 12 of 20

5.04 Cause. If the Executive’s employment shall be terminated for Cause this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive (A) the Accrued Obligations and (B) the Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

5.05 Other than for Good Reason. If the Executive’s employment shall be terminated by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive (A) the Accrued Obligations, (B) the Other Benefits, and (C) the Retiree Coverage. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. In addition, in the event that the Executive is a Specified Executive, any cash payments in respect of the Retiree Coverage shall be paid to the Executive (or, as applicable, his spouse on the date hereof) on the later of (i) the Delayed Payment Date and (ii) the date that such payments would have otherwise been paid pursuant to the Retiree Coverage.

6. Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right, or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, Interest, provided that the Executive prevails on any material issue in such contest. In order to comply with Section 409A of the Code, (i) in no event shall the payments by the Company under this Section 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year; (iii) the Company’s obligation to pay the Executive’s legal fees shall terminate on the 20th anniversary of the Effective Date; and (iv) the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Page 13 of 20

7. Certain Additional Payments by the Company.

7.01 Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by, or benefit from, the Company or any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or by any affiliate of such person, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7) (a “Payment”) would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross-Up Payment that the Company is required to make to reimburse Executive for federal, state and local taxes imposed upon Executive, including the amount of additional taxes imposed upon Executive due to the Company’s payment of the initial taxes on such amounts, shall be made by the Company by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the taxing authority.

7.02 Subject to the provisions of Section 7.03, all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm that is (i) not serving as accountant or auditor for the person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or any Affiliate of such person and (ii) agreed upon by the Company and Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days after appointment by the Company and Executive and receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7 shall be paid by the Company to Executive within five days after the receipt of the Accounting Firm’s determination and in no event later than the payment deadline specified in Section 7.01 Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7.03 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Page 14 of 20

7.03 Executive shall notify the Company in writing of any claim by the Internal Revenue Service, state or other taxing authority (“Taxing Authority”) that, if successful, would require the payment by the Company of the Gross-Up Payment (or an additional Gross-Up Payment) in the event the Taxing Authority seeks higher payment. Such notification shall be given as soon as practicable, but no later than ten business days after Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order to effectively contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends ten years following the lifetime of Executive in connection with such proceedings and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax and income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.03, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall not direct Executive to pay such a claim and sue for a refund if, due to the prohibitions of section 402 of the Sarbanes-Oxley Act of 2002, the Company may not advance to Executive the amount necessary to pay such claim. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Taxing Authority. The costs and expenses that are subject to be paid pursuant to this Section 7.03 shall not be limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant to this Section 7.03 (iv) during a given taxable year of Executive shall not affect the amount of costs or expenses eligible for payment in any other taxable year of Executive. The right to payment of costs and expenses pursuant to this Section 7.03 (iv) is not subject to liquidation or exchange for another benefit. Any payment due under this Section 7.03 (iv) to reimburse Executive for any taxes shall be made to Executive by the Company by the end of Executive’s taxable year following Executive’s taxable year in which Executive remits the related taxes to the applicable taxing authorities.

Page 15 of 20

7.04 If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.03, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 7.03 promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto. If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.03, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall not be required to be repaid.

8. Miscellaneous.

8.01 Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Company in a reorganization, merger, or consolidation and any assignee of all or substantially all of the Company’s business and properties, but, except as to any such successor of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company or Executive. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs and legatees.

8.02 Governing Law; Jurisdiction; Venue. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of New York, without giving effect to any principles of conflicts of law thereunder. In any action brought to enforce this Agreement, the exclusive jurisdiction and venue shall be the Business Court of Orange County, Florida, without regard to any conflicts of law.

8.03 Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

8.04 Notice. Any notice required or permitted to be given hereunder shall be effective when received and shall be sufficient if in writing and if personally delivered or sent by prepaid cable, telex or registered air mail, return receipt requested, to the party to receive such notice at its address set forth above or at the end of this Agreement or at such other address as a party may by notice specify to the other. With respect to electronic mail communications, such communications shall be deemed effective only upon receipt of responsive electronic mail confirmation from the receiving party to the delivering party that such mail was, in fact, received (read e-mail confirmations satisfy this notice requirement).

Page 16 of 20

8.05 Amendment and Waiver. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision, of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another provision.

8.06 Binding Effect. Subject to the provisions of Sections 5 and 8.01 hereof, this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the parties hereto.

8.08 Survival of Rights and Obligations. All rights and obligations of Executive or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.

8.08 Effective Date and Prior Employment Agreement. Executive and the Company agree that the Effective Date of this Agreement is the date first written at the beginning of this Agreement. All prior employment agreements between the Company and Executive are hereby terminated and superseded as of the Effective Date, provided that all rights of the Executive to any compensation or benefits which have accrued under the prior agreements and any time or vesting accrued in the Company or any of its benefit, pension, profit-sharing, bonus, incentive or other plans shall be carried over.

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

COMPANY:		EXECUTIVE:
Nutriband Inc.
a Nevada corporation

By:	/s/ Serguei Melnik	/s/ Gareth Sheridan
Print Name:	Serguei Melnik,	Gareth Sheridan
Title:	President

Page 17 of 20

Exhibit A

WAIVER AND RELEASE

PLEASE READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS EXECUTED BY THE EXECUTIVE.

For and in consideration of the payments and other benefits due to Gareth Sheridan (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of February 1, 2021 (the “Effective Date”), between Nutriband Inc. the Executive and for other good and valuable consideration, the Executive irrevocably and unconditionally releases and forever discharges the Company and each and all of its present and former officers, agents, directors, managers, Executives, representatives, affiliates, shareholders, members, and each of their successors and assigns, and all persons acting by, through, under or in concert with it, and in each case individually and in their official capacities (collectively, the “Released Parties”), from any and all charges, complaints, grievances, claims and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which the Executive at any time heretofore had or claimed to have or which the Executive may have or claim to have regarding events that have occurred up to and including the date of the Executive’s execution of this Release, including, without limitation, any and all claims related, in any manner, to the Executive’s employment or the termination thereof. In particular, the Executive understands and agrees that the Executive’s release includes, without limitation, all matters arising under any federal, state, or local law, including civil rights laws and regulations prohibiting employment discrimination on the basis of race, color, religion, age, sex, national origin, ancestry, disability, medical condition, veteran status, marital status and sexual orientation, or any other characteristic protected by federal, state or local law including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, the Americans with Disabilities Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except as to vested benefits, if any), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Fair Labor Standards Act, as amended , the District of Columbia Human Rights Act, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payments and Collection Act, as amended, claims arising out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay position, or title while employed by the Company, federal and state wage and hour laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, or any other federal, state or local law, regulation, ordinance or rule having any bearing whatsoever.

Page 18 of 20

The Executive shall have thirty (30) days from the Date of Termination to sign and return this Release by personal or guaranteed overnight delivery to the attention of Nutriband Inc. a Nevada corporation. Notwithstanding anything to the contrary in this Release, the Executive can revoke this Release within seven days after executing the Release by sending written notification to the Company of Executive’s intent to revoke the Release, and this Release shall not become effective or enforceable until such revocation period has expired. The Executive’s written notification of the intent to revoke the Release must be sent to Nutriband I., a Nevada corporation by personal delivery or guaranteed overnight delivery, at:

121 S. Orange Ave

Suite 1500

Orlando, FL 32801

, within seven (7) days after the Executive executed the Release.

The Executive acknowledges that he/she may have sustained losses that are currently unknown or unsuspected, and that such damages or losses could give rise to additional causes of action, claims, demands and debts in the future. Nevertheless, the Executive acknowledges that this Release has been agreed upon in light of this realization and, being fully aware of this situation, the Executive nevertheless intends to release the Company from any and all such unknown claims, including damages which are unknown or unanticipated. The parties understand the word “claims” to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively all claims arising out of the Executive’s employment and the termination thereof. All such “claims” (including related attorneys’ fees and costs) are forever barred by this Release and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause of action; and regardless of the forum in which it might be brought.

Notwithstanding anything else herein to the contrary, this Release shall not affect, and the Executive does not waive: (i) rights to indemnification the Executive may have under (A) applicable law, (B) any other agreement between the Executive and a Released Party and (C) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (ii) any right the Executive may have to obtain contribution in the event of the entry of judgment against the Executive as a result of any act or failure to act for which both the Executive and any of its affiliates or subsidiaries (collectively, the “Affiliated Entities”) are jointly responsible; (iii) the Executive’s rights to benefits and payments under any stock options, restricted stock, restricted stock units or other incentive plans or under any retirement plan, welfare benefit plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with the terms and provisions of such benefit and/or incentive plans and any agreements under which such stock options, restricted shares, restricted stock units or other awards or incentives were granted or benefits were made available; (iv) the Executive’s rights as a stockholder of any of the Affiliated Entities; or (v) any obligations of the Affiliated Entities under the Employment Agreement.

Page 19 of 20

The Executive acknowledges and agrees that the Executive: (a) has been given at least 21 days within which to consider this Release and its ramifications and discuss the terms of this Release with the Company before executing it (and that any modification of this Release, whether material or immaterial, will not restart or change the original consideration period) and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties; (b) has been given seven days after returning the Release to the Company to revoke this Release; (c) has been advised to consult legal counsel regarding the terms of this Release; (d) has carefully read and fully understands all of the provisions of this Release; (e) knowingly and voluntarily agrees to all of the terms set forth in this Release; and (f) knowingly and voluntarily intends to be legally bound by the same. The Executive also agrees that to the extent permitted by law, Executive shall not (i) file a charge or complaint with the Equal Employment Opportunity Commission or Department of Fair Employment and Housing or any other federal, state or local administrative or regulatory agency, or (ii) participate in any investigation or proceedings conducted by the Equal Employment Opportunity Commission or Department of Fair Employment and Housing or any other federal, state or local administrative or regulatory agency. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to prohibit the Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission or Department of Fair Employment and Housing or any other federal, state or local administrative or regulatory agency, or (ii) participating in any investigation or proceedings conducted by the Equal Employment Opportunity Commission or Department of Fair Employment and Housing or any other federal, state or local administrative or regulatory agency if Executive’s waiver of such rights under the preceding sentence is deemed unenforceable, illegal or against public policy. However, in such event, the Executive expressly waives the right to any relief of any kind should the Equal Employment Opportunity Commission or Department of Fair Employment and Housing or any other federal, state or local administrative or regulatory agency pursue any claim on the Executive’s behalf.

This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Nutriband Inc.
a Nevada corporation

Print Name:			Title:
Date:			Date:

Page 20 of 20

EXHIBIT 10.28

Employment agreement

NUTRIBAND INC.

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 1, 2022 (“Effective Date”), by and between SERGUEI MELNIK of 121 South Orange Ave., Suite 1500, Orlando, Florida 32801 (“Executive”), and NUTRIBAND Inc., a Nevada corporation (the “Company”).

PREAMBLE

WHEREAS, Executive wants to be employed by the Company and to commit himself to serve the Company on the terms herein provided;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the parties agree as follows:

1	General Definitions.

“Exchange Act” shall refer to the Securities Exchange Act of 1934, as amended.

“Board” shall mean the Board of Directors of the Company, together with an executive committee thereof (if any), as same shall be constituted from time to time.

“Business” shall refer to the business of the Company which is described as: Medical Products Development.

“Chairman” shall mean the individual designated by the Board from time to time as its Chairman.

“President” shall mean that, in the absence or disability of the Chief Executive Officer the President shall perform all the duties of the Chief Executive Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The President shall have such other powers and perform such other duties as from time to time may be prescribed for him or her by the Board of Directors, these bylaws, the Chief Executive Officer or the Board.

“Code” shall refer to the Internal Revenue Code of 1986, as amended.

“Company” shall mean Nutriband Inc., a Nevada corporation, together with such subsidiaries and affiliates of the Company, as may from time to time exist.

“Competitor” shall mean any person, entity, company, or corporation engaged in the same Business in the same Territory as the Company.

“Disability” shall mean a written determination by a physician mutually agreeable to the Company and Executive (or, in the event of Executive’s total physical or mental disability, Executive’s legal representative) that Executive is physically or mentally unable to perform his duties of President under this Agreement and that such disability can reasonably be expected to continue for a period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve (12)-month period.

“Executive” shall mean Serguei Melnik and, if the context requires, his heirs, personal representatives, and permitted successors and assigns.

Page 2 of 18

2.	Positions, Responsibilities, and Terms of Employment.

2.01 Position. Executive shall serve as President and in such additional management position(s) as the Board shall designate. In this capacity Executive shall, subject to the bylaws of the Company, and to the direction of the Board, serve the Company by performing such duties and carrying out such responsibilities as are normally related to the position of President in accordance with the standards of the industry.

2.04 Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not during the Term and for one year thereafter:

(i)

Persuade or attempt to persuade any person or entity which is or was a customer, client, licensee or licensor of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer,” “licensee,” “licensor,” and “client” as used in this Section 8 to include any potential customer, licensee, licensor or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or during the twelve (12) months preceding the termination of his employment;

(ii)

Solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within two (2) years prior to the termination of his employment; or

(iii)

Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company.

Page 3 of 18

Page 4 of 18

3.	Compensation.

(c) 3.01 Minimum Annual Compensation. For his services to the Company during the Term, the Company shall pay Executive an annual salary (“Salary”) at the rate of $250,000. The Executive’s Salary shall be reviewed at least annually by the compensation committee of the Board and may be increased (but not decreased) in the sole discretion of the compensation committee. All Salary payments shall be payable in such installments as the Company regularly pays its executive officers, but not less frequently than semi-monthly. In the event that the Company does not have a compensation committee, all references in this Agreement to the compensation committee shall be deemed to refer to the Board without the participation or attendance by the Executive unless such participation is required in order that there be a quorum.

Executive’s salary shall be payable in periodic installments in accordance with the Company’s usual practice for Executives of the Company.

3.02 Incentive Compensation. In addition to the Minimum Annual Compensation, Executive shall be entitled to receive payments as set forth herein:

(b)(1) Performance Bonus. Notwithstanding anything to the contrary in this Agreement, in addition to the payments and other benefits described in this Section 3 above, Executive shall be entitled to a Performance Bonus while rendering services as President or in such similar capacity. Such bonus shall be based on the Net Operating Profit Before Income Taxes as shown on the Annual Financial Statements or as provided by the accountants regularly engaged by the Company. In the event Executive’s employment becomes less than the entire year covered by the Annual Financial Statements, Executive shall be entitled to a prorated bonus. The prorated bonus shall be the amount Executive would have received if Executive had been employed as President or in such similar capacity for the entire annual period, prorated to the portion of the annual period Executive was actually employed as such.

Page 5 of 18

(2) The Performance Bonus shall be calculated as follows:

Net Operating Profit Before Income Taxes	Performance Bonus

On the First $10 Million		3.5	%

On the Next $40 Million		3.5	%

On the Next $50 Million		3.0	%

On all Amounts Over $100 Million		2.5	%

(b) Notwithstanding anything to the contrary in this Agreement, all bonuses described herein shall be paid within thirty (30) days after the audited Annual Financial Statements are completed and furnished to the Company or filed with the SEC, whichever is earlier. In the event Executive’s employment is for a period less than the entire year covered by the Annual Financial Statements, Executive shall be entitled to a prorated bonus. The prorated bonus shall be the amount Executive would have received if Executive had been employed as President or in such similar capacity for the entire annual period, prorated to the portion of the annual period Executive was actually employed as such.

(d) Stock Compensation. The Employee shall be entitled to receive in the form of Common Stock options in an amount as determined annually by the Compensation Committee of the Board. In the event the Employee’s employment by the Company is terminated on or before January 31, 2025 or following a Change of Control, any stock options provided for above shall be deemed to be earned in full and shall be paid by the Company simultaneously with such change in control.

3.04 Specific Benefits. During the term of this Agreement (and thereafter to the extent this Agreement shall require):

(i)

Executive shall be entitled to five (5) weeks of paid vacation time per year, to be taken at times mutually acceptable to the Company and Executive.

Page 6 of 18

(ii)

The Company shall provide fully paid accident and health insurance for Executive and his family unless waived by Executive in writing. Any waiver of such benefits may be revoked at any time by Executive.

(iii)

In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Executive’s services, duties and obligations to and on behalf of the Company, the Company shall provide to Executive, at the Company’s sole cost and expense, one vehicles to be chosen by Executive, in the Orlando, Florida, metropolitan region, with an aggregate car allowance cost to the Company for the vehicle of not more than one]/ thousand and 00/100 dollars ($2,000) per month. In addition thereto, the Company shall bear the expense of insurance, fuel, and maintenance of said vehicle.

(iii)

In addition to the vacation provided pursuant to Section 3.04 (A) hereof, Executive shall be entitled to not less than ten (10) paid holidays (other than weekends) per year, generally on such days on which the New York Stock Exchange is closed to trading.

(iv)

Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him (in accordance with the policies and procedures established by the Company or the Board for the similarly situated Executives of the Company) in performing services hereunder.

(vi)

Upon submission of travel and expense reports accompanied by proper vouchers, the Company will pay or reimburse Executive for all transportation, hotel, living, and related expenses incurred by Executive on business trips away from the Company’s principal office, and for all other business and entertainment expenses reasonably incurred by him in connection with the business of the Company and its subsidiaries and affiliates during the term of this Agreement.

(vii)

Executive shall be eligible to participate during the Employment Period in Benefits not inconsistent or duplicative of those set forth in this Section 3.04 as the Company shall establish or maintain for its Executives or executives generally.

(viii)

During and following the Term of this Agreement, the Company shall indemnify and hold the Executive harmless to the maximum extent permitted under the Private Corporations Law of Nevada for acts taken within the scope of his employment. To the extent that the Company obtains coverage under a director and officer indemnification policy, the Executive shall be entitled to such coverage on a basis that is no less favorable than the coverage provided to any other officer or director of the Company. This provision shall survive termination of this Agreement.

Page 7 of 18

4.	Termination of Employment.

4.02. Termination for Cause. The Company may terminate the Executive’s employment during the Term hereof either with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i)

the willful failure of the Executive to perform the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure or conduct is not corrected;

(ii)

the willful engaging by the Executive in illegal conduct or willful misconduct which is materially and demonstrably injurious to the Company;

(iii)

the Executive’s indictment for, or plea of guilty or nolo contendere to, a charge of commission of a felony;

(iv)

the Executive’s disclosure of confidential information in violation of the Company’s written policies which is materially and demonstrably injurious to the Company which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure o r conduct is not corrected; or

(v)

the Executive’s material willful breach of this Agreement which Executive fails to correct within fifteen (15) days of receiving written notice of the Board’s intention to terminate Executive if such failure or conduct is not corrected.

Page 8 of 18

4.03 Good Reason. “Good Reason” shall mean (in the absence of the written consent of the Executive):

(i)

any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)

any other material breach of this Agreement by the Company;

(iii)

any failure by the Company to comply with Section 8.01 of this Agreement; or

(iv)

an event that results in a Change of Control occurs.

Page 9 of 18

5	Obligations of the Company upon Termination.

Company shall terminate the Executive’s employment without Cause or the Executive shall

terminate employment for Good Reason:

(i)

The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination (or, if later, five (5) days after the effective date of the Waiver and Release), the aggregate of the following amounts:

the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”);

the product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”);

the amount equal to the sum of (i) Five times the Executive’s Annual Minimum Salary; (ii)three times the Performance Bonus Payment and (iii) the Incentive Payment (i-iii collectively, the “Severance Payment”);

in the event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing, or any other qualified or non-qualified retirement plan(s), the difference between the amounts Executive would have been paid if he had been vested on the date his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans;

the product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); and

Page 10 of 18

the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination.

(ii)

Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable:

All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term;

All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the “Equity Benefits”).

(iii)

To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).

Page 11 of 18

Page 12 of 18

7.	Certain Additional Payments by the Company.

7.02 Subject to the provisions of Section 7.03, all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm that is (i) not serving as accountant or auditor for the person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or any Affiliate of such person and (ii) agreed upon by the Company and Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days after appointment by the Company and Executive and receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7 shall be paid by the Company to Executive within five days after the receipt of the Accounting Firm’s determination and in no event later than the payment deadline specified in Section 7.01 Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7.03 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Page 13 of 18

(i)

give the Company any information reasonably requested by the Company relating to such claim,

(ii)

take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii)

cooperate with the Company in good faith in order to effectively contest such claim, and

(iv)

permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends ten years following the lifetime of Executive in connection with such proceedings and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax and income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.03, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall not direct Executive to pay such a claim and sue for a refund if, due to the prohibitions of section 402 of the Sarbanes-Oxley Act of 2002, the Company may not advance to Executive the amount necessary to pay such claim. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Taxing Authority. The costs and expenses that are subject to be paid pursuant to this Section 7.03 shall not be limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant to this Section 7.03 (iv) during a given taxable year of Executive shall not affect the amount of costs or expenses eligible for payment in any other taxable year of Executive. The right to payment of costs and expenses pursuant to this Section 7.03 (iv) is not subject to liquidation or exchange for another benefit. Any payment due under this Section 7.03 (iv) to reimburse Executive for any taxes shall be made to Executive by the Company by the end of Executive’s taxable year following Executive’s taxable year in which Executive remits the related taxes to the applicable taxing authorities.

Page 14 of 18

8.	Miscellaneous.

Page 15 of 18

8.06 Binding Effect. Subject to the provisions of Sections 5 and 8.01 hereof, this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the parties hereto.

8.09 Effective Date and Prior Employment Agreement. Executive and the Company agree that the Effective Date of this Agreement is the date first written at the beginning of this Agreement. All prior employment agreements between the Company and Executive are hereby terminated and superseded as of the Effective Date, provided that all rights of the Executive to any compensation or benefits which have accrued under the prior agreements and any time or vesting accrued in the Company or any of its benefit, pension, profit-sharing, bonus, incentive or other plans shall be carried over.

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

COMPANY:		EXECUTIVE:
Nutriband Inc.
a Nevada corporation

By:	/s/ Gareth Sheridan	/s/ Serguei Melnik
Print Name:	Gareth Sheridan,	Serguei Melnik
Title:	CEO

Page 16 of 18

Exhibit A

WAIVER AND RELEASE

PLEASE READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS EXECUTED BY THE EXECUTIVE.

For and in consideration of the payments and other benefits due to Serguei Melnik (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of February 1, 2021 (the “Effective Date”), between Nutriband Inc. the Executive and for other good and valuable consideration, the Executive irrevocably and unconditionally releases and forever discharges the Company and each and all of its present and former officers, agents, directors, managers, Executives, representatives, affiliates, shareholders, members, and each of their successors and assigns, and all persons acting by, through, under or in concert with it, and in each case individually and in their official capacities (collectively, the “Released Parties”), from any and all charges, complaints, grievances, claims and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which the Executive at any time heretofore had or claimed to have or which the Executive may have or claim to have regarding events that have occurred up to and including the date of the Executive’s execution of this Release, including, without limitation, any and all claims related, in any manner, to the Executive’s employment or the termination thereof. In particular, the Executive understands and agrees that the Executive’s release includes, without limitation, all matters arising under any federal, state, or local law, including civil rights laws and regulations prohibiting employment discrimination on the basis of race, color, religion, age, sex, national origin, ancestry, disability, medical condition, veteran status, marital status and sexual orientation, or any other characteristic protected by federal, state or local law including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, the Americans with Disabilities Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except as to vested benefits, if any), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Fair Labor Standards Act, as amended , the District of Columbia Human Rights Act, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payments and Collection Act, as amended, claims arising out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay position, or title while employed by the Company, federal and state wage and hour laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, or any other federal, state or local law, regulation, ordinance or rule having any bearing whatsoever.

121 S. Orange Ave

Suite 1500

Orlando, FL 32801

, within seven (7) days after the Executive executed the Release.

Page 17 of 18

This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Nutriband Inc.
a Nevada corporation

Print Name:			Title:
Date:			Date:

Page 18 of 18

EXHIBIT 10.29

Employment agreement

NUTRIBAND INC.

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 1, 2022 (“Effective Date”), by and between GERALD GOODMAN, of 7 Briarwood Road, Rumson NJ 07760 (“Executive”) and NUTRIBAND Inc., a Nevada corporation (the “Company”).

PREAMBLE

WHEREAS, Executive wants to be employed by the Company and to commit himself to serve the Company on the terms herein provided;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the parties agree as follows:

1 General Definitions.

“Exchange Act” shall refer to the Securities Exchange Act of 1934, as amended.

“Board” shall mean the Board of Directors of the Company, together with an executive committee thereof (if any), as same shall be constituted from time to time.

“Business” shall refer to the business of the Company which is described as: Medical Products Development.

“Chairman” shall mean the individual designated by the Board from time to time as its Chairman.

“Chief Financial Officer” shall mean the individual having responsibility to the Board for keeping and maintaining, or causing to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors.

“Code” shall refer to the Internal Revenue Code of 1986, as amended.

“Company” shall mean Nutriband Inc., a Nevada corporation, together with such subsidiaries and affiliates of the Company, as may from time to time exist.

“Competitor” shall mean any person, entity, company, or corporation engaged in the same Business in the same Territory as the Company.

“Disability” shall mean a written determination by a physician mutually agreeable to the Company and Executive (or, in the event of Executive’s total physical or mental disability, Executive’s legal representative) that Executive is physically or mentally unable to perform his duties of Chief Officer under this Agreement and that such disability can reasonably be expected to continue for a period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve (12)-month period.

“Executive” shall mean Gerald Goodman and, if the context requires, his heirs, personal representatives, and permitted successors and assigns.

Page 2 of 17

2. Positions, Responsibilities, and Terms of Employment.

2.01 Position. Executive shall serve as Chief Financial Officer and in such additional management position(s) as the Board shall designate. In this capacity Executive shall, subject to the bylaws of the Company, and to the direction of the Board, keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors. The Chief Financial Officer shall render to the Chief Executive Officer, the President, or the Board of Directors, upon request, an account of all his transactions as Chief Financial Officer and of the financial condition of the Company.

Page 3 of 17

2.04 Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior written consent of the Board, Executive shall not during the Term and for one year thereafter:

(i) Persuade or attempt to persuade any person or entity which is or was a customer, client, licensee or licensor of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer,” “licensee,” “licensor,” and “client” as used in this Section 7 to include any potential customer, licensee, licensor or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or during the twelve (12) months preceding the termination of his employment;

Page 4 of 17

3. Compensation.

(d) 3.01 Minimum Annual Compensation. For his services to the Company during the Term, the Company shall pay Executive an annual salary (“Salary”) at the rate of $210,000. The Executive’s Salary shall be reviewed at least annually by the compensation committee of the Board and may be increased (but not decreased) in the sole discretion of the compensation committee. All Salary payments shall be payable in such installments as the Company regularly pays its executive officers, but not less frequently than semi-monthly. In the event that the Company does not have a compensation committee, all references in this Agreement to the compensation committee shall be deemed to refer to the Board without the participation or attendance by the Executive unless such participation is required in order that there be a quorum.

Executive’s salary shall be payable in periodic installments in accordance with the Company’s usual practice for Executives of the Company.

Page 5 of 17

3.02 Incentive Compensation. In addition to the Minimum Annual Compensation, Executive shall be entitled to receive payments as set forth herein:

(b Notwithstanding anything to the contrary in this Agreement, all bonuses described herein shall be paid within thirty (30) days after the audited Annual Financial Statements are completed and furnished to the Company or filed with the SEC, whichever is earlier. In the event Executive’s employment is for a period less than the entire year covered by the Annual Financial Statements, Executive shall be entitled to a prorated bonus. The prorated bonus shall be the amount Executive would have received if Executive had been employed as Chief Financial Officer or in such similar capacity for the entire annual period, prorated to the portion of the annual period Executive was actually employed as such.

(e) Stock Compensation. The Employee shall be entitled to receive in the form of Common Stock options in an amount as determined annually by the Compensation Committee of the Board. In the event the Employee’s employment by the Company is terminated on or before January 31, 2025 or following a Change of Control, any stock options provided for above shall be deemed to be earned in full and shall be paid by the Company simultaneously with such change in control.

3.04 Specific Benefits. During the term of this Agreement (and thereafter to the extent this Agreement shall require):

(i) Executive shall be entitled to five (5) weeks of paid vacation time per year, to be taken at times mutually acceptable to the Company and Executive.

Page 6 of 17

(iii) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Executive’s services, duties and obligations to and on behalf of the Company, the Company shall provide to Executive, at the Company’s sole cost and expense, one vehicle to be chosen by Executive garaged in New Jersey with a car allowance cost to the Company for the vehicle of not more than one thousand and 00/100 dollars ($1,000) per month. In addition thereto, the Company shall bear the expense of insurance, fuel, and maintenance of said vehicle.

Page 7 of 17

4. Termination of Employment.

4.01. Death or Permanent Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term hereof. If the Company determines in good faith that the Permanent Disability of the Executive has occurred during the Term of this Agreement (pursuant to the definition of Permanent Disability set forth below), it may provide the Executive with written notice in accordance with Section 7.09 of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Permanent Disability” shall have such meaning as under the Company’s disability plan in which the Executive participates or, if the Executive does not participate in any such plan, shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness, as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

4.02. Termination for Cause. The Company may terminate the Executive’s employment during the Term hereof either with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(ii) the willful engaging by the Executive in illegal conduct or willful misconduct which is materially and demonstrably injurious to the Company;

(iii) the Executive’s indictment for, or plea of guilty or nolo contendere to, a charge of commission of a felony;

Page 8 of 17

4.03 Good Reason. “Good Reason” shall mean (in the absence of the written consent of the Executive):

(ii) any other material breach of this Agreement by the Company;

(iii) any failure by the Company to comply with Section 7.01 of this Agreement; or

(iv) an event that results in a Change of Control occurs.

4.04 Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 7.04 of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

Page 9 of 17

5 Obligations of the Company upon Termination.

Page 10 of 17

(ii) Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable:

A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term;

Page 11 of 17

Page 12 of 17

7. Miscellaneous.

7.01 Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Company in a reorganization, merger, or consolidation and any assignee of all or substantially all of the Company’s business and properties, but, except as to any such successor of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company or Executive. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs and legatees.

7.02 Governing Law; Jurisdiction; Venue. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of New York, without giving effect to any principles of conflicts of law thereunder. In any action brought to enforce this Agreement, the exclusive jurisdiction and venue shall be the Business Court of Orange County, Florida, without regard to any conflicts of law.

7.03 Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.04 Notice. Any notice required or permitted to be given hereunder shall be effective when received and shall be sufficient if in writing and if personally delivered or sent by prepaid cable, telex or registered air mail, return receipt requested, to the party to receive such notice at its address set forth above or at the end of this Agreement or at such other address as a party may by notice specify to the other. With respect to electronic mail communications, such communications shall be deemed effective only upon receipt of responsive electronic mail confirmation from the receiving party to the delivering party that such mail was, in fact, received (read e-mail confirmations satisfy this notice requirement).

7.05 Amendment and Waiver. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision, of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another provision.

7.06 Binding Effect. Subject to the provisions of Sections 5 and 7.01 hereof, this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the parties hereto.

Page 13 of 17

7.08 Survival of Rights and Obligations. All rights and obligations of Executive or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.

7.09 Effective Date and Prior Employment Agreement. Executive and the Company agree that the Effective Date of this Agreement is the date first written at the beginning of this Agreement. All prior employment agreements between the Company and Executive are hereby terminated and superseded as of the Effective Date, provided that all rights of the Executive to any compensation or benefits which have accrued under the prior agreements and any time or vesting accrued in the Company or any of its benefit, pension, profit-sharing, bonus, incentive or other plans shall be carried over.

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

COMPANY:		EXECUTIVE:
Nutriband Inc.
a Nevada corporation

By:	/s/ Gareth Sheridan	/s/ Gerald Goodman
Print Name:		Gerald Goodman
Title:

Page 14 of 17

Exhibit A

WAIVER AND RELEASE

PLEASE READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS EXECUTED BY THE EXECUTIVE.

For and in consideration of the payments and other benefits due to Gerald Goodman (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of February1, 2021 (the “Effective Date”), between Nutriband Inc. the Executive and for other good and valuable consideration, the Executive irrevocably and unconditionally releases and forever discharges the Company and each and all of its present and former officers, agents, directors, managers, Executives, representatives, affiliates, shareholders, members, and each of their successors and assigns, and all persons acting by, through, under or in concert with it, and in each case individually and in their official capacities (collectively, the “Released Parties”), from any and all charges, complaints, grievances, claims and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which the Executive at any time heretofore had or claimed to have or which the Executive may have or claim to have regarding events that have occurred up to and including the date of the Executive’s execution of this Release, including, without limitation, any and all claims related, in any manner, to the Executive’s employment or the termination thereof. In particular, the Executive understands and agrees that the Executive’s release includes, without limitation, all matters arising under any federal, state, or local law, including civil rights laws and regulations prohibiting employment discrimination on the basis of race, color, religion, age, sex, national origin, ancestry, disability, medical condition, veteran status, marital status and sexual orientation, or any other characteristic protected by federal, state or local law including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, the Americans with Disabilities Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except as to vested benefits, if any), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Fair Labor Standards Act, as amended , the District of Columbia Human Rights Act, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payments and Collection Act, as amended, claims arising out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay position, or title while employed by the Company, federal and state wage and hour laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, or any other federal, state or local law, regulation, ordinance or rule having any bearing whatsoever.

Page 15 of 17

or guaranteed overnight delivery, at:

121 S. Orange Ave

Suite 1500

Orlando, FL 32801

, within seven (7) days after the Executive executed the Release.

Page 16 of 17

This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Nutriband Inc.
a Nevada corporation

Print Name:			Title:
Date:			Date:

Page 17 of 17

EXHIBIT 99.1

Nutriband Inc. expands product development pipeline for its AVERSA™ platform abuse deterrent technology

ORLANDO, Fla., January 18, 2022 – Nutriband Inc. (NASDAQ:NTRB) (NASDAQ:NTRBW) announced an expanded product development pipeline for its proprietary AVERSA™ abuse deterrent transdermal technology. The AVERSA abuse deterrent technology platform can be applied to any transdermal patch that has a risk of abuse, misuse or accidental exposure. It is based on incorporating aversive agents into the patch that do not contact the drug matrix and are not delivered to the skin.

Nutriband’s lead product is AVERSA Fentanyl which incorporates abuse deterrent properties into a transdermal fentanyl patch and was recently determined to have a potential market of $80 - $200 million¹. Based on a preliminary market assessment, Nutriband has identified other valuable markets for transdermal products with a risk of abuse, misuse, diversion or accidental exposure that could benefit from its AVERSA technology. Currently marketed transdermal products that have labeled warnings for the risk of abuse include buprenorphine and methylphenidate and both products have reports of abuse or misuse. These two products, AVERSA buprenorphine and AVERSA methylphenidate, will be added to the product development pipeline with AVERSA Fentanyl.

AVERSA buprenorphine has the potential to be an abuse deterrent version of transdermal buprenorphine, a partial opioid agonist, marketed as Butrans^® or its generics, which is indicated for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate.

AVERSA methylphenidate has the potential to be an abuse deterrent version of transdermal methylphenidate, a central nervous system (CNS) stimulant, marketed as Daytrana^®, indicated for the treatment of Attention Deficit Hyperactivity Disorder (ADHD).

“We are excited about the opportunity to expand our AVERSA product pipeline, as we believe it has the potential to improve the profile of transdermal products that include labeled warnings for abuse, misuse, diversion or accidental exposure,” said Jeff Patrick, Pharm.D., Chief Scientific Officer.

“AVERSA is a platform technology that can be deployed in almost any transdermal product that carries a risk of abuse or misuse. It is our mission to reduce the risk profile of these drugs while ensuring availability for patients that need them,” said Gareth Sheridan, CEO.

The recent announcement of a feasibility agreement with Kindeva Drug Delivery, a world leader in transdermal manufacturing, sets the development of Nutriband’s lead product, AVERSA Fentanyl, in motion. Nutriband’s strategy with the AVERSA platform is to focus on advancing the technology first for transdermal fentanyl and then utilizing the technology to reduce the risk of abuse for transdermal buprenorphine and methylphenidate.

Health Advances market analysis; peak annual US sales roughly five years after launch.

About Nutriband Inc.

We are primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Our lead product under development is an abuse deterrent fentanyl patch incorporating our AVERSA^™ abuse deterrence technology. AVERSA™ technology can be incorporated into any transdermal patch to deter the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential.

The Company’s website is www.nutriband.com. Any material contained in or derived from the Company’s websites or any other website is not part of this press release.

Forward-Looking Statements

Certain statements contained in this press release, including, without limitation, statements containing the words ‘‘believes,’’ “anticipates,” “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks and uncertainties. The Company’s actual results may differ materially from those anticipated in its forward-looking statements as a result of a number of factors, including those including the Company’s ability to develop its proposed abuse deterrent fentanyl transdermal system and other proposed products, its ability to obtain patent protection for its abuse technology, its ability to obtain the necessary financing to develop products and conduct the necessary clinical testing, its ability to obtain Federal Food and Drug Administration approval to market any product it may develop in the United States and to obtain any other regulatory approval necessary to market any product in other countries, including countries in Europe, its ability to market any product it may develop, its ability to create, sustain, manage or forecast its growth; its ability to attract and retain key personnel; changes in the Company’s business strategy or development plans; competition; business disruptions; adverse publicity and international, national and local general economic and market conditions and risks generally associated with an undercapitalized developing company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form S-1, Form 10-K for the year ended January 31, 2020 and Forms 10-Q, and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.

For more information, contact:

Investor Relations
RedChip Companies
Dave Gentry
Dave@redchip.com
1-800-RED-CHIP (733-2447)
407-491-4498