Employment Agreement between Longeveron Inc. and Paul Lehr dated May 3, 2022

Exhibit 10.15

EM PIFO Y SI EN"F AG REE4JEN"F ThÎs Ernplr›yrnent Agi'ccrncnt (this “A areement” ) is cntcrcd by and bct v'ccn L oiiii ci erou . lnc . , a Dc 1 aivai‘c liinitcd liability conipany ivit h o lTiccs located ai 1951 NW 7 " A› c . Stc . 5 ?t 1 , M i imii . F loi'ida 33 . 136 (the “Company”), and Paul Lchr . an individiial iv iih a lcgal addi cs s o 1 . 4 . 707 North Bay Road, Miami Beach, Ff . 33140 (the “E xectit îvc”), • is o l thc date(s) s c[ liirlÎl Ori the signatui c pagc(s) hcrcto (the “ Effcctive Date” ) . WU li REAS, the Company and the E xectitive tlcsirc tO enter into this Agrccmeiit and IO cont iniie the emplo yment o f Executive upon the terms and conditions sct forth herein ; WHEREAS, Exccutivc ack no ivlcdgcs that diii'ing his eniplo yment with thc Co mpany . the Exccutix'e Will havc access to certain confident ial, proprictary ihforisi ; it ion anal ti’‹it 1 c scci cfs belonging to thc Company’s (existing and future) business and that Excciii i c h . w an obl igal ion not to disclosc, misappropriat c, use for his own personal or a thii d par ty's purposes ant 1 /’t›r un ifi ir I y bend fit from the Company's confident ial, propi'ietary, in for mat ion, ti‘adc scci'cts . customers . pi’ospcctii’e ctistomcrs and good will ; NOW, THEREFORE, intending to be legally bound . and fol gOOd i 1 l 1 t 1 vahtablc consideration, the Company and Execul ive hereby agrcc as fo lloivs : 1. Reaffirmation of Recitals . The forcgoing recitals arc complete, ti - uc and cor i‘cct and are incorporatcd hcrcin and made part hereof by this refcrcnce . Exectitix'c ack now Ic es ee the C om pany's rel iancc thereon as a material inducement to enter into this Agrccnicnt . 2. Term . Subject to Section 5 bcloiv . the term of this Agi'ccmciit shall be one ( 1 ) year’ co mmencing on the date of’ this Agrccnicnt (the “Initial Term”) . Adler the Init rat T cry this Agreem ent shall be automatically rcneivcd for siicccssi \ ’c one (l) year periods (cach a “Renewed Term”), iinlcss, at lcast sixty ( 60 ) days pi ioi to the end of the Initial Term or’ a Rcnc vctl Term . citlier party dclivcrs written notice to the othcr that the Agreement is not to be renewed, in which case, the Ag 1 'ccmcnt and Excciitive’s employment hcrctindcr shall bc terminated as of tlic end of thc app tremble Initial Tcrni or Rcncivcd Term . The Init iiil Term and any kcHcivcd Term shall be collcct ivcly rc fcrrcd to as the “Term . ” 3. Position anJ Duties. (a) Dtiring the 3 ’erm, Execrit ivc shall bc cnip loyed as the General CoHnscl altii shall rcpori to the Chief Excctitivc Officcr (“CEO”) . ExeciitiVc shall hai'c sucli tliit ics and respolisib ilit ics as are reasonably comlncnsurate with Excciit ivc's posit ion, incliitl ilig thosc diit ics spccilied in the attached Schcdiile A, and sucli othcr dittics and i'csponsibi 1 it ics as the (“EO may rca s onably assign to Excctit ivc from timc to time . E xccutivc sliall t 1 c \ ote Excciili› c’ s ›vork îng time to the fttlfiilment of li xecrit ivc's dtitics anul rcsponsibilitics iindcr this All cclrcnt, and Executive shall pcrfoi'in stich dntics and i'csponsibil îtics to the bcst o f Excciil ii c's abilitics, and in a i rustworthy, btisincsslikc and eflicicnt rruiniter . Excciit ivc shall not bc activclș in 'o 1 vad in any othcr trade or biisincss that, in thc rcasonable opinion of thc Coiiipany, ivould bc coHsidcrcd a con 11 icl OI’ intercst or direct conipetit ion to Co mpany, Or as an Exccutive o 1 ‘ any olhei srich trddC or business . Exccritive shall a( all times comply with and be stibject to siicli policies and procedures as the Company may establish Ol’ Chande from timc to time (“Policies”) ; provided .

lıowc› c1. th:n ın the c•ı cnt of a con flict bctıvccıı the ı crrns of this Agı'ccnıcn1 :ıntl the prof ıS io ι s 0 .my such l*olicics. the tcı‘ıns of ı his Agreeıncnt shall conırol and proı'iclcc1 timi hL'ı’ 1 mai * o c *“› ıaıtıst be rcdııcctl [o tı svrit ing and proviilcd to the Exccııl iı'c.. (b) Executive acknowledges and agi'ecs that Excctit ivc oivcs a fidiic ‹*' y t \ ' 0 lo j alt j, fide bit y, and alleg iance to act at all t inies in tllC best inter est s o I the Cu mpaii y and to do no ac1 which Excctil ivc i casonably should know would injiirc the Cornpaii y’S biisincss, inlci est s. or i'cpiitat ion. In keeping with Ekccutivc’s fiduciary diaies to the Company, F xecut ii c afircci heat E xccvit ive shall not liccome involved in a confl ict of hitcrcst with the Coi3ipany. or upon ‹lisc0 i‘ci‘y tlicrcof. allow sticli a conflict to continue. Morcovcr, Execut ive shall not engage" in any ac 'v ill thai iiiighi irrvolvc a possible conflict of inicrcst without first obtaining appi o› :il in accordance with thc CoiiipanY‘s Policies. (c) The Company rccognizcs tliai Excct 8 ive may, \ vit 1 ioiii i'iolal ing this Agrcciiicnt, cngagc in or continua to cngagc in outsi‹ 1 e act i›'it ics that do not involvc a coiifiicl of intcrest, siicli as serving on commitnit y boards or thc boai'ds of pi o Ièssioiial or tradc organixat ions . yoItintccring for community organizations or |irofessional or trade oi’ganiz . ations . nianag i nd personal invcsl ments, cngaging (tO ali CKtCilt that docs not intcrfcrc Àvit h E xcciiti› c's perfot‘niancc o f his Crítics) in btisilicss vcnturcs that do not invo lvc a con ílict o 1 ’intercst . or cngag ing in charitabic or not - for - pi’Ofit aCtÍVltl 0 S . (d) Company's office is pi'cscntly located at Life Science & Technology Pat L . 195 . 1 NW 7 th Avcnuc, Siiitc 520 , Miami, FL 35 . 156 , and Fxecutivc may be rcquii'cd to be present at ihis or’ some otlici futtirc \ vork location from time lo time ftir Ihosc work requh'crncnts that reasonably requÍrC Executiva’s in - pcrson attcndancc . Not›vithsiant 1 ing the forcgo ius, it is undcistood that as a general matter . Execiitivc is pei'initted to and sliall pcrforni Exccut ii’c’ s Antics rcrnotely iti E xecrttivc’s discrctiori . Exccutivc's Antics also shall inclHdc tram c 1 reasonably coininciisin‘aie cvii h dxccin ivc's posit ion . 4. Compensation and Benefits . During thc Term, Executive shall receive the to lloivilig conipcnsat ion, to be adjusted annually as reflected th dli allnual compcnsation addendum to this Agl’CCl 11 C tJt : (a) Basc Salnrv . The f?orııpaııJ shall pay Exccııl ivc an oııııtıal salary o f t hrcc - hunilrcd tliorisand dollars ( $ 300 . 000 . 00 ) (the “BfiSc Sfilarj‘”), paid in accorclancc iY iih lhc - Company’s normal p : iyrolí pract iccs (siibjcct to appi‘opriatc tax and oilici ivílliholdin s), Execiit ivc's Basc Salary will be subjcct io aiurnal rcviciv and adjnstiiic • nt by thc CEO and/or ihe Compcnsai ion Co ininittec of the Board of Directors (“ConipCnsdtion Cr›mrnii icc”) . (b) Anniial Bonus. Exectil ive will also be ciii itlctl to i'cccive an annu.il bonus based on writ fen metrics cstablishcd atid agreed to c:ich year bctsvccn Exccut ii'c alid CEO an ‹l/or the Compcnsation Committ OF. Annual BOiius Will bC dtic* And payable as o 1’trot latcr I horn J‹intl;iry 31 " of each year (and shall be prorated for partial years). Executive’s Annual I3oiiiis rush be suspended or rcdticcd. a1onp• ›v ith the bonuses of all othcr Toni ›a1iY kXiifitltix cs. if in thc so lc discrc•tioii ofth‹: Soars such zci ion is iicccxs«ry to s«fcgii•ii d the fin.literal rim cr psis of the ( ornpany.

3 (c) Annual EouÎty Grants . Executive will also bc grantcd addiïional equity (“Equity”) in the Company each year in the htiure in accordance with, and subject to the tcrms and conditions ofthc Company's Plan and Option Award Agreement as determined by the CEO and/or Compensation Committce . (d) Vacation . Executive shall be entitled to thirty ( 30 ) days of pnid vacation per ycar (prorated for partial years), to bc taken at times mutually acceptable to Executive and the Company, and to such paid holidays as are observed by the Company . Paid vacation that is not iised in a year will roll - over lo the following year in accordance with Company Policies . For purposes of this Scction 4 (d), the word “year” means the twelve ( 12 ) month period the Company rises administrativcly for purposcs of vacation records . (e) Welfare and Retirement Benefits . Executive shall be eligible to participate in each of the Company's Executive benefit plans and programs, in accordance with the terms thereof and as they may be changed from time to time, that the Company offers to similarly situated Executives, if any, for so long as the Company shall continue to offer said plans and programs, and subject to Executive's payment of any required contributions . Notwithstanding any provision of this Agreement to the contrary, nothing contained herein shall be construed to limit, condition, or otheovise encumber the rights of the Company, in its sole discretion, to amend, discontinue, substitute or maintain any benefit plan . program, or perquisite applicable to Executives of the Company generally . (f) Tax Withholding . The Company shall withhold from any compensation, benefits or amounts payable under this Agreement all federal . state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling . Except where the Company is so required to withhold and remit any Such taxes, Executive shall be responsible for any and all federal, state, city or other taxes that arise out of any compensation, benefits or amounts payable to Executive hereunder . (g) Expenses . During the Term, and subject to the provisions of Section 21 (d) of this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable and documented business expensCS, including travel expenses to and from and on behalf of Company, that Executive incurs in accordance with the policies and procedures establishcd by the Company from time to time, provided that Executive properly accounts therefor in accordance with C ompanypolicy, as may be amended from time to time . 5. Termination and Termination Compensation. (a) General . This Agreement and Executive's employment with the Company hereunder shall be terminated prior to the end of the Term in accordance with the provisions of this Section 5 : (i) automatically upon Executive's death, (ii) at any time by the Company in thc event of Executive's Disability, (iii) at any time by the Company upon written notice to Executive for Cause, (iv) voluntarily at any time by Executive or lhe Company upon sixty ( 60 ) days' advance written noticc to the other, or (v) at any time by Executive for Good Reason .

(b) Definitions. For purposcs oflhis Agrccmcnt: (i) “Cause” means, as determined by the Company : (A) thc commission by Executive of an act of theft, fraud, embezzlement, falsification of the Company or customer documents . misappropriation of funds or othcr assets of the Company or its affiliatcs . involving the propcrty or affairs of the Company or its affiliates ; (B) the conviction of ExeCutiv'c (by trial, upon a plea or othcnvisc) or thc admission of guilt or a plea of nolo contcndcr by Execitlive of any fclony or criminal act of moral turpitude ; (C) the failure of Executive to substantially perform his material dut ies or responsibilities under I his Agreement, or follow the reasonable instructions of the Company regarding a matter matcrial to the Company, provided that ifsuch failure is reasonably capable of cure . Execiitive is given written notice of any such failurc . which notice shall specify in reasonable detail the nature of the failure to substantially pc rorm . and Executive fails to remedy the same within thirty ( 30 ) days of receipt of such notice ; (D) the material breach by Executive of any material provision of this Agreement, or of any fiduciary duty to the Company or material violation of any other material contractual, statutory, common law or other lcgal duty to the Company or its affiliates ; (E) gross negligence or willful misconduct by Executive in the performance of Executive's duties ; (F) Executive's material violation of any material written policy or procedure of the Company, provided that if such violation is capable of cure in the Company's reasonable determination, Executive is given written notice of any such violation, which notice shall specify in reasonable dctail the nature of the violation, and Executive fails to remedy the same within thirty ( 30 ) days of receipt ofsitch notice ; or (G) conduct that brings the Company into public disgrace or disrepute in any material respect . (ii) “Disability” means, if the Company or any of its affiliates sponsors a long - term disability plan that covers Executive . the standard siich long - term disability plan uses to determine a participant's eligibility for benefits, prOvfde‹ : I, that the long - term dib'ability insitrer had acceptcd Executive's claim, and provided furtlier, that Executive's incapacity is likely to be continuous for at least six ( 6 ) months or be permanent . If Executive is not covcred by such a long - tcrm disability plan . however, then “Disability” means Executive becomes physically or mentally incapacitated so as to be uriable to perform the essential function of Executive's job . with or without a reasonable accommodation , and such incapacity is likely to be continuoiis for at least six ( 6 ) months or be permanent . Any disputes as to whether Executive meets the standard of Disability set forth hcrein shall be resolved initially through consultation between Executive's meeting physiCIan and a physician retained by the Company (collectively the ‘Wreating Physicians”) . If the Treating Physicians cannot agree, then the Treating Physicians shall selcct an independent physician who is a recognized spocialist in the condition(s) causing the incapacity . who shall render a binding determination aS to Disability after full consultation with thc Treating Physicians . examination of any relevant medical records . and reviewing the rcsults of relevant médical tests . (iii) “Good Reason” means, withoiit Executive's express written consent, a matcrial diminution in Executive's authority, duties, or responsibilities (excluding any change made in connection with the termination of Execiitive's cmploymcnt for Causc, or on account of E x e cutive's death or Disability, or temporarily as a result of Executive's incapacity or other absence for an extended period) ; a change in the geographic location where Executive must regularly render services by more than 25 miles, provided that any such relocation materially incrcases the length of Executive's normal daily ›VOrk or a material breach of this Agreement by the Compaïty . In order ror E‹ectttive to resign for Good Reason : (A) the Company 4

Base Salary for every year Executive remains with Longeveron (with Executive's employment 5 must be notified by Executive in writing of the event constituting Good Reason ; (B) if capable o f cure in the reasonable determination of Executive, the event must remain uncorrccied by the Company for thirty ( 30 ) days following such notice (the “Company Notice Period”) ; and (C) if the Company fails to cure the same during the Company Notice Period, then the termination must occur within sixty ( 60 ) days after the expiration of the Company Notice Period . Notwithstanding the foregoing, an across - the - board salary reduction affecting Executive and other similarly situated Executives of the Company shall not constitute Good Reason . (c) Termination be the Company for Cause or as a result of Death or Disabilit v: Resignation by Executive without Good Reason: and Nonrenewal of a Term . (i) If the Company terminates this Agreement and Executive's employment hereunder for Cause, if this Agreement and Executive's employment hereunder arc terminated because of Executive's death or Disability, if Executive terminates this Agreement and his employment hereunder without Good Reason, or the Agreement and Executive's employment hereunder is not renewed at the expéaiion of the Term, Executive shall be entitled to receive the following compensation (collectively, the “Accrued Rights”) : (A) the Base Salary through the date of termination; (B) payment for any earned but unused vacation time (as described in Section 4(d)); (C) such welfare and retirement benefits, if any, as to which Executive may be entitled under the terms thereof(as described in Section 4 (e)) ; and (D) such reimbursable busincss expenses as may be due and owing to Executive under Section 4 (g), provided Executivc submits a claim for such expenses within thirty ( 30 ) days after Executive's employment is terminated . (i) The amount due under Section 5 (c)(i)(A) and (B) shall be paid in a lump sum on ths first regular payday following the date of Executive's termination (or sooner if required by law) . The amount due under Section 5 (c)(i)(C) shall be paid in accordance with the terms of the plans that provide those benefits . The amount due under Section 5 (c)(i)(D) shall be paid in accordance with time period set forth in Section 4 (g) . (c) Termination by the Comoanv without Cause or by Executive for Ciood Reason . (i) lf the Company terminates this Agreement and Executive's employment hereunder without Cause (other than by reason of Disability), or if Executive terminates this Agreement and Executive's employment hereunder for Good Reason, Executive shall receive the following compensation : (A) The Accused Rights; and (B) A severance benefit equal to 3 months of the then existing

hax'ing conni 4 icnccd in Scptcmber, ? 0 l 6 ) . Severance benefit payment shall be ivlaelc in onc LHnp sum payment or, at the Company's discretion . in cqrlal installments, at least monthly . ill accordallce with the Compaiiy *s established payroll proceilrircs . beginning al ter‘ the release i’efc«cd to in Section 5 (d)(ii) becomes effective, but in no cx'ent latcl than tlic sixticlli (fi 0 lli) tliiy following Executive's ter+tlinalion date . The frst stich paymcnt shall il 3 Clticlc payniclit of all amounts o f severancc pay that othenvise wottlcl have bccil dtlC 1 ‘lOl” IO StlGli date, applicd as thoicgh such payments commenced on thc next normal pay date immCdlatcly followin g ExCCtit i \ C"S termination date ; and (C) Any uln cstcd stock optlOlls, i'cstrictcd stock, oi’ othcr cqtiity - based compensation that has been granted to Executive will vest immediately . (D) If ExcCl 1 tix'c tlmely clccts to continue hCillth benefits coverage under COBRA, the Company will reimburse Executive, stibjcct to the prox isioils of Section 21 (d) of this Agreement, the amount of the COBRA premiums pald for thc initial eighteen (I 8 ) months of COBRA continuation covcrage, or whatever the maximitm pcriod of COBRA coverage may be at that time, whichever is greater . (ii) As a condition to the receipt of the severance benefits suet forth in clause (i)(B) and (C) of this Section 5 (d) . Executive must (A) execute and not timely revoke Company's release, substantially in the form attached hereto as Exhibit A within twenty - one (? l) days afler Executive's employment is terminated (within forty - fivc ( 45 ) days afler Exccttti›C s employment is terminated in the case of a group termination), and (B) Executive must contiiitic to comply with Exectitive*s obligations under Sectlons 5 (g), 6 , 7 , 8 , and 9 of this Agreement . (iii) Executive shall not be under any duty or obli g ation to seck or acccpt othcr crnployment folloiving a tcrmination of employment pitrstiant to tvhich a scvcrance bcncfit payment tinder this Section 5 is owing and the amounts due to Executive pilrsuant to Section 5 shall Hot be rcdticed or suspended lf Executive accepts stibsequent employment or car iis ally amounts as a self - employed individtlal, providcd that in the event Executive materially breachcs any of ExectitÎVC S Obligations tindcr Section 6 , 7 , 8 or 9 of this Agrcement, then, th adclition to the Company's right to specific perfor man ce pursilant to Section 10 or any othcr r lghts that the Company may have under this Agreement or otherivise, the Company shall have the right to terminatc the payment of any remaining amounts to ›vhich Executive would othcrivisc be entitled purs‹!ant to Section 5 (d)(i) . (e) Board and Officer Resignations . Upon termination of Excctitis c's employment hcrettlidCr for any reason, Executive shall be deemed to have resigned, effectis'e as of the date of such termination and to the extent applicable, from all Board or Officer positions held with the Company and any affiliates of thc Company . Executive's Continui!iz Obli 2 i ltiolaS . NOtivlthstanding altythil 2 o lil this Agreement to the contrary, the of this Agreement and Executive's cmployment hereunder for any reason shall not terminate Sections 5 (g), 6 , 7 , 8 , 9 , aitd 10 or E xecutive's obligations thereunder, each of which shall survive stich termination .

(g) Assisiancc - bv F?xccritivc . Murind : inY pcriod in mitch ani sc› cian c b - 13 c IiU FIIC ÂCillg said (O E X ccut ii e u nder this Agrccnicnt u fier the tJatc o f iei mintit i‹›ii . fixcc alt i i e sh . tl 1 pi o ido tt› the Cornp : iiiy rc : isonablc 1 ci cls o 1 assistance in ans›vcriiig qti - st ioiis c‹›iicc ''i i'i lhe bns mese u 1 ’ the Ciorripany, lr : insitioii of rc spoiisibil ity, oi‘ lit igat ioii . pt oi idctl l linii . i 11 ‹ i' ‹ f pocket cxpcnscs E xccut ivc rcasonablY inctirs ili coiinection iv ith silch ass islancc shh ii bc fti 11 d a unt pt oiript ly rcinibtirscd by lhc Co nipany . end any siicli assistancc sliall not intcl fei c oi‘ con fl iei i i 1 h the (›bii alions which Excctit ii'c may oivc to any otlicr cniployci . G. Con fidential Information anti Tratle Secrets . (a) EXcc/t aS set for i h in Section 6(b), touring Ex cent i i c s c nut ()J’{K ld .11d(l pci pctually a fler the termination o f such employ ment. E xcctii ivc: (i) sh.ill no1 cr›rnniiin ie dl c or’ divulge to any P ersun, firm, corporation or biiiilicss cntii y, c ithcr d ircci lv or‘ ind il’C CI $J’, ll UTI filJfll mo ld in sti'ict con liilciice for the benc fit o f the C umpaiiy. all Con ficlcntial In torrid.ii it›n anal Ti atlc Scci cut s (as delined be to iv); and (ii) shall ntii use :iny Confidcnt ia1 In format ion or’ Ti'nilc S ccrct s lo i’ lixcciitivc‘s pci'so nal benc fit. IN r the benc lit o 1’ any ihirtl party tir olhcr I hon in the cotii sc anti sv ithin the scope o I‘Executive’ s emplo ymcnt with the Company. (b) Notwithstalidilig the lorcgoing, Exccta ivu may disclosc siich C“oii ritmul ial I iiloi'niat ron and Tradc Sccrets : (i) dui'iiig the coursc of antl ivithiti the scopc of dxcciii ii c - 's cinplo ymcnt to pcisons, fiiTns or corporat ions vlio hai c a lei it imat c riccd io k now sricli t'oiifidcnt tai liiforination or ’J'radc Sccrets, iiiclnding, but not liniiieil io . the Comp . ruj'’s A fiilialcs . (ii) as part o f truiliul tcst iiiiony iii icspoiise to coinpttlsory legal proccss ; (ii i) vhi lc p : irt îc ipat ing oi assist ing in ariy iiivestigation or inqriii'y by a govcrnmcntal agency iict ind ›vî 1 hin tlJC sCopc o 1 ’ its statiitory or rcgii 1 atoryjiii‘isdiciion ; (is') io a goveriiincnt oficial or to an attoriicy for lhc piii‘posv - o 1 ‘ i c • porting or invcstigat iiJg d SttSpCctcd vio lar ioli of lady, in con formit y xvil h the Dcfciid l'i adc Secrete Act ; or (v) in a complaint or othcr dociirnctit filcd in a la vstiit oi’ ot her lcd : i 1 proccv - ding . SO fond as SuCh filing is niadc undcr scal and in conformit y with the De fend Tradc Sccrcls Act . (c) As used hercin . “Confidential Information” means the whole or an ; portio n or phase o f aliy data Of inforniat iofl rClatiilg to the Company's or an Affiligi c's biisincs s, scr vices, prodiicis, solutions, processes or tcchniqiics {whc*thei or not copyridhicd, patented or’ patcniablc) which : (i) has been disclosed to Executive oi'ally or in writ iiig oi about ss hich Exccutivc became or shall becomes aware as a consequence o I, through or din ing Exccta i ve's cmploymcnt by thc Company ; (i i) has value to the Company ; and (iii) is not gc • ncially kno›vB by othc r s ; providcd, however, that Confidcntial In format ion shall not incliitlc any “E xclrided lnfortnai ion . ” as defined bclo \ v . Con fiileni ial Inform‹ii ion incliidcs non - piibl ic regulator y fi I inds iviih th e Food & Drug Administration, informiii ion tlescribing patents in progi css, etc . (d) As used hercin, “Ti ldc Secrets” nicans : (i) any useful process, macliinc or‘ othcr dcvicc or compositioli of matter which is new or which Exccrit ive has a reasonable .• bus is to believe nuy be new, and which is being tiscd oi‘ stiidicd by the Company or its A ffiliaics alid is not ‹Inscribed m a patent or described in any 1 itci'att 1 rc already published and tlislribiitcd externally by the Company or its Affiliates ; (ii) any so l livare . data, dcsign, plan, tool, process or method cmployed by the Company or its A Hi liates, whether patcntable or not, which is not generally known to others ; (iii) marketing plans and concepts ; (iv) product dcvclopnicnt plans and pi‘oposals ; (v) financial information or projections regarding the Company or its Affiliates . (vi) financial, 7

8 pi iciii¡ ; : ind/or ci'cdit iliformation regarding cticlits, liccnsors oi ›ciiclcrs ol the Comp . 'nd ol’ ils A ffiliatcs ; (› ii) a listing of names, postal addi'csscs . entail addresses or lclcphoiic tiliibci s Of ctlstonici's or clients of the Compan y or its A ffiliatcs ; (s iii) coiiti’ . ic 1 s : l 1 Jd Olhcr lc ;; al dO ctilTlñlJls belonging to thc Company or it s Affiliates ; (ix) internal GOl‘poratc pOlicics ancl proccdtii cs tif the Company or it s Afflliates ; (x) any othci informalion dcsigiialcd as a Ti ade Sccrc t by llic Company oi its Affiliates at the time of its di*closurc to Exccittii c ; and (xi) any olhc i iii forma t ion othcovisc fallilig within the dcLinitlon Of a “Trade Secret” pursuan t to lhc Defend Trade Sc - crcls Act afltl the Floi'ida Uniform Trade Secrets Act, F . S . Section 688 . 001 . ct . seq .; proc idcd . hoivcv'cr . thxi Tiaclc Sccrcts” shal l not includ e any “Excluded Information . ” as defined below . “Trade Sv - crews ” shall also includc matters which have been disclosed to lh c Company by a lhird pai ty ivhlCh would otherwise fall within thc foregoing categorics and with respect to which the Company owe* a ‹liity of confidentiality . (G) As uscd hercin, “Excluded Information” m eans any data or iiiforniat iox ihat Excciitixe can establish is or was : (i) ali‘cady known to or’ otheizvisc in the possession of Excciitisc when Executive received it fi orn the Company or its Affiliates ; (ii) pablic ly availablc or othcrivise in the public domain ; (iii) rightfully obtained by Executive fi om a thii'd pany not under‘ any obligation to the Company or its Affiliates to maintain its secrecy and without bi each of this Agrecment by Executive ; or (iv) indcpendcntly developed by Excciitii e without risc of Confidcntial Information or Trade Secrets . As used hercin, “Affiliates” means any person or entity that controls, décctly or ilidirectly . the Company . and all persons or cniities that ai • c controlled, directly or indlrectly, by the Company, where control may be by managcmcnt authority . cqiiity interest oi’ othcnvisc . 7. Non - Competition: Non - Solicitation . (a) Executive acknowledges that the Company and the Company's Affiliates have a legitimate business interest in maintaining its customers and goodwill . In light of the forcpoing and as part of the consideration for Executive's employment and thc compcnsation now or her cahcr paid to Executive , Executive agrees as follows : (i) To the fullest extent permitted by law during the term of Ex ecit1 ’Jr . ’ cmployment with the Company under this Agreement, anil for the perlod of twenty - four (24) months a fler the date of termination of Executive's employment under this Agreement for any reason (the “Nos - Compete Period”), EXCCtttlVc will not, diectly or indirectly. participate in the ownership, management, operation or control of, or ivolk for or pr o m} c consillting services to, any person or entity that is engaged in, or attempting to engage in, any line of business or pi‘ojcct which, dil cctly or indéectly, provides any of the services, products or research thc Company oi’ the C ompany's Afflliatcs provlde, in any of the areas where the Company or ihe Company's ATiliatcs do business; provided, however, that this rcstriction applies only wlth respect lo Ihc Company's Affiliates from whom or with respect to which Executive i’cccix'cd or had access to Co nfidsotial Information and Trade Secrets; (ii) During the Non - Compete Per iod, Executive will nol directly or indéectly, for Execiltive's benefit or as an agent or Executive of any othcr person or entity, solicit

ltte ciiiploylrciil or scri'iccs of any Person Employcd by the Colrpany oi’ lhc Company’s Affiliate›, induce any Person Employed by the Company or the Compaliy's Affiliates lo leai c hi* or’ hen’ employ ment with thc Conipaliy or the Company's Affiliatcs . or hire any Person Emplo 3 'ci 1 b›' the Coi ipany or the Compatiy's AffiliatCs . For prtrposcs of this Scctlon 7 , the tci ni “Person Emplo yr e‹l b¡ the Company' or the Company's Affiliates” means any pcrsoti who is or was an 9 Hoc Executive of the £?onipany at tllC tlmc of ol’ within Ihc tivcli c (12) months pi cccdiiig solicitation. inducement, or hiring. and (iii) Diirilig the Non - Compels Period, Exccutii c will nOt . dil’c‘C(l}' Ol indirectly . for Executive’s benefit or as an agent or Executive of any othcr pei*on or c 8 til› . solicit or inttucc any crlstonicrs, distributors, vendors, liceiisors or suppliers of thc Co›npan 3 ' or ihc Company's Affiliates with whom Exccutivc had contact diring Exccutii e's cmploymelit, or for whom Exccrltive received Confidcntial Jnformation and Trade Secrets, lo divert their brisinc - ss from the Company or the C ompany's Affiliates to any other person or entity or iii any way intcr Scre with thc relationship between any such customer, distributor . vendor, liccnsor or supplier and the Company or thc Company's Affiliates (including, without limitation . making any ncgatii c statements or communications about the Company or the Company's Affiliates) . (b) Executive understands that the provisions of Sections 6 and 7 of thi› Agrcemciit may limit Executive's ability to cam a livelihood in a brisincss similar to the business in which Executive is involved, but as an Executive member of the management groep of the Company, Executive nevertheless agrees and hereby acknowledges that : (i) such proi idioms do not impose a greater restraint than is necessary to protcct ihe goodwill or othcr legitimate business interests of the Company ; (ii) such provisions contain reasonable limitations as to time, scope of acti› ity, and geographical area to bc restrained ; (iii) the consideration providcd under this Agreement . including without limitation, any amounts or benefits proi idcd +indcr Sections 4 or 5 of this Agreement, is sufficient to compensate Executive for the restrictions contained in Section 6 and 7 of this Agreement ; and (iv) the Company's Affiliates are intended third party bencFiciarics of the protections aflorded by Sections 6 and 7 of this Agreemclit . (c) In consideration of the forcgoing and in light of Executive's education . expCi’ 1 ClJCc, skills and abilities, ExeCiitlVe agrees that Excciitirc will not assert that, aRd lt shoilltl not be considei‘cd that, any provisions of Section 6 or 7 othcnvise are x oid . i oidable or unenforceable or should bc voided or held unenforceable . If, at the time of enforcement of Section 6 or 7 of this Agreement, a court shall hold thal the duration, scope, or area rcstriclions stated herein ar c unreasonable ilndcr circumstances thcn existing . the parties hei‘cto agrc c that the maximum pcriod, scope or geographical area reasonable under srich circumstance* shall be substituted for the stated period, scope or area and lhat the coilrt shall be allowed and directed to revise the icslrictions contained herein to cover the inaximilm period . scope and are a permitted by law . 8. Co riehtable Works. (a) ExeCUtlVe hereby ackiioivlcdgcs and agrees that each of the copyi'ightable ›vorks arithorcd by Execiitis'c related to Company's bilsiiicss (ilicluding, without limitation, all bio - tcch, soflivarc and related docilmentation), alone or ivlth others, diirinp • Executivc's cniploymelit by Company shall be decnicd to have becli to be ivoi'ks prepared by Executive within the scope of

10 Excctitii c's crnployincia by C ompany . As such, Executive ac knoivlcdgcs aiic l a FCCC that all such copwightable ›vork s shal l be dccmed to be “works mad c for hire” u lltlcr the Uiiilcd States CO} 3 Vl’ $ JJ( lil \ VS fi‘O ITI iG iliccpt iOli o f creation o f such works . To the extent O $ siblc, ExcC tit ii ti wait cs any “lxoral rights” or othci’ i ights of attribution, throughot il the world . (b) In the cvcli t that any of such works shall be deemed by a coiii't of competent jiii'isdiction not to be a “›vork mad c for hée,” this Agreement shall opci'at c as an ia c› oc : ible assignment by Executive to the Company of al l right, title and interest in and to such works, including ;. withou t limital io n, al l worldwidc copyright interests therein, in pcrpctiiily . Excctit ii c hereby assigns al l right, title and interest in and to any such works to the Company . inclucling the i’ ghi to sue for and rccovcr damages for past inklngemcnt . The fact that such copyrightablc works arc created by Executivc outside of the Company's facilities or othcr than diii‘ing Execiitii c's working hours with the Company shall not diminish ihe Com pany's ri ghts with i cspccf to such works which otherwise fall within this paragraph . (c) Executive shall execute and dclivcr to the C ompany such further instruments or documents as may be requested by Company in oi'dcr Io cffcctuatc llic purposcs ol this Section 8 . (d) Company will not ha›'e claim s on copyrightablc works authorcd by Executive that are hot relat e d to Company business an‹l are arithorcd independently thereof by Executive, e . g . , works of fiction . 9. Inventions . (a) Executive does not have any right, titlG or intci'est in . noi has Excciitis'e rnadc or conceived, wholly or in part, prior to the exccutioli of this Agreement, any idcas, ink cntions, dlSCoveries and lmprovemcnts, except as disclosed on the attachcd Exhibit B . (b) All ideas, invcntioiis, discovcries and improvements Executive makes or conceives . solely or with others, while cmployed by the Company, where the subject matter of sach idcas, inventions, discoverlCs and improvements results fTom or is suggested by any ivoi'k that Executive does for or on behalf of the Company or relates in any way to the Company's products, sCm ICCS Ol’ businesses (‘ Inventions”), shall belong to the Company, whether they arc patcntable or not . The fact that such Inventions are made or concclved by Execriti re outside of thc C ompany*s facilities or other than during Executive*s working hours at the Company shall not diminish thc Company's rights with respect to such Invcntions that othenvisc fall within this paragraph ; (c) Executive hereby assigns all right, title and iiitcrcst it may possess in and to such JnveolionS tO the Company or its nomineC, iflfiludiog the right to site for and rccoi er dama g es for past i lifringemClil and the right to clailTl pfiorlty to any applications Lilcd that include those Inventions ; (d) At the request of the Company, either durilig or afiei’ the termination of Executive's employment under this Agreement, Excciltive shall execute or jolii in executing all papers or docilments rcquéed for ilic filing of patent applications in lhc United Stalcs and sech foreign countries as the Company may elect relating to Inventions cox'cred by this A grecmcnt, and

11 Executive shall execute or join in executing all papers or documents needed to assign all such patent applications to thc Company or its nominee, and shall provide the Company or its agents or attomcys with all reasonable assistance in the preparation and prosecution of patent applications, drawings, specifications and the like, all at the expense of the Company, and shall do all that may be necessary to establish, protect and maintain the rights of the Company or its nominee in such Inventions, patent applications, and Letters Patent in accordance with the spirit of this Agreement ; and (e) In the event Executive is unable or unwilling to execute any documents as reasonably required to protect the Company's Inventions, and to file copyright, patent, patent application and/or associated documents, Executive hereby irrevocably appoints the CEO of the Company as Executive's attorney to execute and deliver such documents on Executive's behalf and in Executive's name and to do all other lawfully permitted acts to transfer the Inventions to the Company and further the transfer, issuance, prosecution and maintenance of all intellectual property rights therein to the fullest extent permitted by law . All such Inventions shall remain the sole and exclusive property of the Company, whether patentable or not . (f) Executive shall execute and deliver to the Company such further instruments or documents as may be requested by the Company in order to effectuate the purposes of this Section 9 . (g) Company shall make no restrictions on Executive to list any such Invention, for which Executive was an Inventor or Co - Inventor, on Executive's curriculum vitae (CV) or biosketch, or for presentation or other purposes, provided that such Inventions are public knowledge . 10. Iniunction. (a) In the event of a breach or a threatened breach of the provisions in this Agreement, the Company shall be entitled to specific performance, including, without limitation, an injunction restraining such breach, it being recognized that any injury arising from a breach would be irreparable and would have no adequate remedy at law ; however, nothing herein shall be construed as prohibiting the Company from enforcing its rights under this Agreement (which are not intended to be exclusive) or kom pursuing any other remedy available for such breach or threatened breach at law or in equity . (b) In addition, in the event of an alleged breach or violation by Executive of Section 6 of this Agreement, the Non - Compete Period set forth therein shall be tolled until such breach or violation has been cured . In the event that an action is commenced due to an actual . alleged or threatened breach of this Agreement, all costs of the dispute resolution contemplated by this Section 10 (including, without limitation, the attorneys' fees of the parties) shall be borne by the party who is the least successful in such dispute resolution, which shall be determined by the court by comparing (i) the position asserted by each party on all disputed matters taken together to (ii) the final decision of such presiding party on all disputed matters taken together .

12 11. Choice of La w and Jurisdiction. (a) This Agreement shall be governed by, and constnied in accordance with, thc laws of the State of Florida, excluding choice of lasY principles . (b) Executive and Company consent to the exclusive jurisdiction of any state or federal court of competent jurisdici ion located within Miami - Dade County in the State of Florida, and Executive and Company irrevocably agree that all actions or proceedings relating to this Agreement may be litigated in such courts . Executive and Company irrevocably waive any right to object to or challenge the above selected forum on the basis of inconvenience or unfairness under 28 U . S . C . Ț 1404 , or similar state or federal statutes . 12. Jurv Trial Waiver . To the extent permitted by law, the parties agree to, and do hereby, waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties against the other on any matter whatsoever arising out of or in any way connected with this Agreement or the parties’ performance hereunder, or any claim of damage resulting from any act or omission of the parties, or either of them, in any way connected with the Agreement . 13. Arbitration of Disputes . Should any Dispute arise, such Dispute shall be resolved by the dispute resolution procedures set forth herein, which procedures shall be exclusive and shall be final and binding . (a) For purpose of this Agreement, the term “Dispute” means : (i) a contention by either party that this Agreement has been breached ; (ii) a dispute as to the meaning or interpretation of this Agreement or any provision thereof ; (iii) a dispute as to the validity or enforceability of this Agreement or any provision thereof ; or (iv) a contention that the Company or any of its affiliates or their Executives violated any federal or state law (including common law) or statute regarding Executive's employment, termination of employment, consideration for continued employment, or iYages or benefits . Notwithstanding the foregoing, any disagreement over whether something constitutes an arbitrable Dispute shall be resolved by a court ; the arbitrator shall not have jurisdiction to resolve such disputes unless the parties mutually agree to submit that dispute to the arbitrator . (b) A Dispute shall be brought to the attention of the other party in writing within six ( 6 ) months of the date the material facts giving rise to the Dispute first occurred . If the parties are unable to resolve the Dispute within thirty ( 30 ) days, the Dispute shall be processed and resolved by the American Aribitraiton Association, using a single arbitrator in accordance with the National Rules for the Resolution of Employment Disputes . The place of the arbitration shall be within 35 miles of the Company's principal place of business . (c) Notwithstanding anything to the contrary in the National Rules for the Resolution of Employment Disputes, the Company shall pay the administrative and arbitrator's fees due to the American Arbitration Association and all Disputes shall be processed on an individual basis between only the parties to this Agreement and not on a class, collective, private attorney general or oiher representative basis absent mutual consent of the Parties .

(d) Nothillg iii flits Agreemen t pi'oliibits ExeCutii c li OHS fi lulls Chill’ Lñ ilil) 3 the Com pany or with any fcclcl all, state, or’ local a p C ncy ; hoover cr, Exccitl ix c shall in form the agcncy of this Agrccluciil of the iilidcrlying dispute or claim conslilrilcs a Dispute . (c) Disputes DO NOT 1 NCLUDE the following types of claims and dispritc*: ii. Claims necking worker's’ compensation or ilncmploymeiit compcnsation benc fiis; 13 Claims sccking bcnefit under an Exccutivc benc fit plan that pi'o i isles its ii. own claim pl'occdiircs; 111. Claims seeking cqriitablc relief relating to the allcgccl breach ofa rcstt‘lCl it 0 cor cnant oi‘ confidentiality agreement or the alleged misappropi'iation of trade scci‘cIs; aiid is•. Any othei• claims that, as a matter of” law, the partics cannot agi’ - e to al'biiratc 14. Com All rights, title and interest in all records, documents or files concerning the business of the Company, including, brit not limited to, customer data, materials. proccsscs, letter's, Trade Secrets and Confidcntial Information. or othci written or clcctronic:illy recorded matcrial, whether or not produced by Exccutivc, shall bc and remain the property o1 the Company. Upon tcrmination of employment, Executive shall not h’a Jr the right to remove any such i'ecords from the offices or prcmlSCS Of lhe Company even if such i ccords arc comrnin¡;led with Exccutivc's personal records, although nothing hci'ciii prohibits Executive tiorn rcn1ox'ing his personal hard copy and clcctroliic records that do not contain Tradc Scci'cls and Coli fid - ii1ia1 Information. In addition, Executive agrees to concluct a reasonably diligent search alid refund pi'ornptly to the Company all things of ivhatsocvcr natrii'c that belong to the Company and all records (in whaisocver form, format or mcdiiim) containing oi related to TradG SCCI'C1S ftU Confidcntial Information. If, following the termination of eniployniclit attr H I CttSonably diligent search. Exccritis'c fiiitls that hc has inadvertently retained in his possession any things that be•1ong io the Company or records containing or relate d to Trade Secrets alid Confidcntial Illforinal ion, thcn hc shall promptly return sainc. 15. Sepai • ateness : C onstruction . It is a dcsii'e and intent of the parties that the terms . provisions, covcnaflts, glad remCdlcs contained ill lhis Agrecment shal l be enforceable to the fullest extent permitted by law . If any provision or clailsc of this Agreement, or poH ion thcrv - of shal l be held by any cori< or oilier tribunal o f competent jurisdiction to be illegal, ink alid, or uncnfoi ccablc ili such jui'isdictioN . thc rcmaiiicler of srich provision shall not be thci‘cby affectccl and shall be given ftlll cffcct, without regard to th c invalid po<ion . It is thC iiltClltloli Of th c paitics (hal . if any couiJ coiistntcs any provision or clatlse of this Agreement, or any poi(ion thereof, to be illegal, vo id or uncnforceablc because of tllC ClLlfation of sech pi'ovisioli or lhc arc : 1 Of lTlalter covered thereby, sach coiii‘t shall i edrtce the duration, area, or tiiatt 0 r Of such proVls - ion, and, in its rediiccd form, such provision shall thcn bc enforceable and shall be eiiforccd . 16. Entire Agreement . This Agreement, ancl the attachmenis contain the entire agrcement between the parties pertainlng to the Ierms ol Executii’e’s employmenl, non - competition, trade secrets and confidential documents and iliformation of the Company . No

i csg cti› c p2i”lics. 17. Representations and \ ¥ ’arranties . Excciitivc 1 ici‘cby rcprcscnts . warrants antf agrees that : (a) Exccutivc has the full power to cnter into this Agi ccmcnt and per form thc sew ices rcqiiircd of ExcCiltivc a s an Exccutive of the Company, without any i‘cstriction ivhalSOcx’cr ; (b) ill the coiirsc of pci forming services as an Exccutive of thc Company . E xccutivc will not vio late the tcrms or conditions o f any agreement between Executive and any third pany or infringc o I wrongfully appropriatc any patents, copyrights, tradc secrets or of her intcllcctual properly rights of any person or cntity anyvherc in the world ; (c) Exccutive has not and will not disclose or‘ risc during his cmployment by the Company any confidential information that Execiiti x c acquired as a result o f any prc ions cmployment or consulting arrangemcnt or undcr a prci ions obligation o f confidcntiality ; and (d) Executive has disclosed to thc Company in writing any and all continuing obligations to others that rcquire Exccutivc not to disclose any in formation to thc Company . 18. Assignment . This Agrcement shall bc binding ilpon and inure to the bcnc fit of the Company, its successors in interest, or any other pcrson, association, or cntity which may liercatlcr acquire or succeed to all or substantially all of the business as sets of the Company by any nicans, ivhcthcr indircctly or directly, and whether by purchase, merger, consolidation, or othcovisc . No such assignment shall relicve Executive of any of Executive's obligations under this Agrccnicnt . Excciitivc's rights and obligations under this Agreement are personal and such rights, bcnc fits . and obligations of Executive shall not be volvlntarily or involuntarily assigned . alicnatcd . or transferred by Executive, whether by operation of law or othemvise, without the prior written consent o F the Company, except that any amounts oivcd by Company to Executive in the event of Exccitt iv c’s death or Disability must be paid to Exccutivc' s personal representativc, guardian, or as othenvisc directed by Executive's estate plan . 19. U'aiver . No failure by cither party hereto at any time to gi 'c notice of any breach by thc other party of, or to rcquire compliance with, any condition or provision of this Agreement shall be dccmed a waiver of similar or dissimilar provisions or conditions at thc same or at any prior or subsequent time . 20. Construction . The essential tcrms and conditions contained in this Agreement havc been mutually ncgoliaied bctivccn thc panics hcrcto . No ambiguity in this instninicnt shall bc construct or inierprcted as against the drafter of this Agreement, as cach party contributcd to drafting of the pro isions herco 1 \ 2L Cocle Section 409A. (a) General . The intcnt of the parties is that the paynicnts and benefits imdei this Agi cement comply with or be cxccptcd from Section 409 A of the Intcrnal Rcveiiiic Code of 1986 , as amendcd, and thc regulations and guidance promulgated thereunder (collectivcly, “Section 409 A”) a lid, accoi‘dingly, to the maximum extent pcmiitted, this Agrcement shall bc interprctcd to bc in compliance thercw ith . Each payment undei ihis Agrccment . including cach installment payment, shall bc considercd a separate and distinct payment . For piirposcs of this agrecment, each payment is lntcndcd to be cxccptcd from Sect ion 409 A to the maximum extent provided as follows : (i) each paymcnt madc within the applicable 2 k ƒ month period spccificd in 14

Treas . Reg . Ț 1 . 409 A - 1 (b)( 4 ) is intended to be excepted under the short - term deferral exception ; (ii) post - termination medical benefits are intended to be excepted under the medical benefits exceptions as specified in Treas . Reg . Ț 1 . 409 A - 1 (b)( 9 )(v)(B) ; and (iii) to the extent payments are made as a result of an involuntary separation, each payment that is not otheovise excepted under the short - term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . Ț 1 . 409 A - 1 (b)( 9 )(iii) . With respect to any payment subject to Section 409 A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section 409 A . The Executive shall have no right to designate the date of any payment under this Agreement . Except as otherwise permitted under Section 409 A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409 A . (b) Separation from Service . Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon Executive's termination of employment shall be payable only upon Executive's “separation from service” with the Company and all of its controlled group members within the meaning of Section 409 A and Treas . Reg . † I . 409 A - 1 (h) . Whether Executive has a separation from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409 A . (c) Specified Executive Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive's Separation from Service to be a “specified Executive” for purposes of Section 409 A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409 A, such portion of Executive's benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six - month period measured from the date of Executive's Separation from Service with the Company or (ii) the date of Executive's death . Upon the first business day following the expiration of the applicable Section 409 A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein . (d) E nse Rei bu se nt . Except as otherwise expressly provided herein . all taxable reimbursements of expenses, in - kind benefits and/or cash allowances/premiums provided or paid by the Company to the Executive under this Agreement shall be made in accordance with and subject to the following terms and conditions : (i) reimbursements shall only be made to the extent lhat the expense was actually incurred and reasonably substantiated ; (ii) no reimbursement of any expense incurred in one taxable year will affect the amount available for reimbursement in any other taxable year ; (iii) reimbursements of eligible expenses shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred ; and (iv) the right to reimbursement shall not be subject to liquidation or exchange for another benefit . To the extent requéed by applicable law, the Company will annually report as taxable wages and/or impute income to the Executive the value of any taxable benefits and/or payments to the Executive .

(e) Acknoivled emciit . Notwithstanding any provision of this Agrccmcnt IO the contrary, Excctitive acknowledges and agrees that the Company alid its Executives, officers, di‘ectors, subsidiaries and affiliates shall not be liable for, and nothing provided or contained in this Agreement will be construcd to obligale or cause the Company anAor its Executives . of ficers . directors, subsidiari es and affiliates to be liable for, any tax, interest or penaltles imposed oli Executive related to or arising with rcspcct to any violation of Section 409 A . (Remniiider of Page Intentionnllv Left Blnnk) [Signature Pnge Follows) 16

IN WITNES S WHEREOF, thc panics has C Ciatcred into this A g reement as of the dale - sci forth abovc. 17 Longevcron Inc. By: Namc: Title: Date: Paul T. Date Geoff D:gitally signed by Geoff Green Chief Executive Officer Date: 2022.05.03 icer 19:03:57 - 04'00’

EXHIBIT A FO SYi OF RELEASE SEPARATION AGREE M ENT AN D GENERA L RELEASE This Scparai ion Agrecmciii and General Rclcasc ("Agreement") is bctivccn Longei ci ori. lua. ("Company") and Paul Lehi (“Exccutivc”), togcthcr the “Parties.”. \ \ ’IIEREAS, the Company terminated Executive's employment on (”Termination Date”); NYHEREAS, thc Company is willing to pay Executive certain scvcruiicc in cxchangc for a relcasc o I claims and other commit ments. NO \ \ ' THEREFORE, intcnding to be legally bound and for good and i alil able considcration, Company and Executive agree as follows: 1. Recitals. The foregoing rccitals arc true and correct and incorporated herein. 2. Termination of Employment. (a) The Company timely paid or will timely pay Excciitivc, in accordancc with its normal payro 11 and other procedures (or as othenvise required by law), for (i) Exccrit ii c's ›vol k through fhe Termination Date, (ii) Exccutivc's accivcd but unused i'acai ion pay ; a lid (iii) Executive's properly reported and rcimbursable business expenses . less all required lax ivilhho ldings and othcr dcductions . (b) Executive's cligibility to participate in thc Coiupany's group insinancc anal othcr ivelfarc benefit plans and programs ceased as of the Termination Datc, except that Executive's group insilrancc medical bcncfits ccascd or will cease on , unless othci‘ivisc cxtcndcd under COBRA . (c) The foregoing payments and bcncfits havc been or will be provided to Exccutivc regardless of ivhcthcr Excciitivc signs or revokes this Agreement . 3. Severance Benefits. (a) The Company will pay Excciitive severance in an amount cqiial to months of Exccut ivc“s thcn existing annual Base Salai y (cxcluding boliiiscs. coiainiissions, incentivc payments and any olhcr fomi of supplemental compensation) (a total of $ ) (”Severance"), and any earned bonus for the year that has yct to be paid out, lcss all reqriircd tax ivithholdings and othcr deductions. Company will pay thc Severance to Exccutivc within foiirtecn (14) days a ficr this Agrcemcnt bccomcs cffectivc (as dcscribed below), brit in no cvcnt later than the sixticth (60") day following tlic Tcrminat ion Datc. (b) If Exccutive timcly clccts to contiiiiic Exccutivc's group hcalth benefits under COBRA, the Company will rcimbiirsc Exccritive, upon prcscnt mctit of satisfactory proof of

pajanent, th e alroiiiil of Exccittix c's paid COBRA prcmivinis for cightccn ( 18 ) inonths or lhc rnaxiiriiin i inic a 1 lo›vab 1 c by law tip to tivcnty - four ( 24 ) monihs . ' 4. Release of Claims. (a) Exccutii c, on bchal f o f Excciitivc and Excciitivc's heirs and pc i sonal rcprcscntatix'cs . hcrcby releases and forcver discharges the Company, its direct and ind ircct subsidiaries, di› isions . parents . affiliates, companies undcr commo n contro 1 of any o I t he forcgoiiig . prcdcccssors, successors, and assigns . and its and thcir pz st , prcscnt and future sharcho ldCFS . partners, principals, managers, members . directors, o fliccrs, Execiit ii cs . agcnt s, at tonicys . insincrs, Exccutiv c be nc fit plans, trustees and al l othcrs acting in conccrt with thcn (co llcctivcly . the "Released Parties"), from any and all claims, act ions, suits . fOCCCd'iJgS • complaints, causes of action, grievances, debts, costs and cxpenses (including attorney's fees), at law or in cquity . kno Ayn or unknown, suspected or uiisuspcctcd, whether legal or eqn itablc . fixed or contingcnt, liquidated or un - liquidated, asserted or un - asscrted, whether based in coninio n law . statui c . contract, warranty, tort or othemvise, that Executive has o r may hai'c I hro high the date Exccutive signs this Agreement, arising out of, based On . or relating in any way to any acts or omissions that occurred, in whole or in part, prior to the time that Executive s igns l his Agrcciiicnt . including, but not limited to, claims that arise out of, result from, or arc in any manner re lat cd to Executive’s employment with the Company or sCparation from thc Company . claims that arise oiti of, result from, or arc in any manner related to the ncgotiat ion and cx cent ion o I this Agrcc mc nt . claims for wages, salary, commissio n , Executive bcnc fits, vacal ion pay or othcr paid time o i L severance pay . pcnsion or profit sharing bene fits, health or ivclfat c bcnc fits, bonus co mpcnsai ion, commissions, deferred compensation or other remuneration arising out of the employ ment rclat ionship evil h the Company , claims for breach of any cxprcss or implied contract . ivrongfii 1 t crminalion, retaliat ion, iirvasion of privacy, negligence . gross negligence . misrcprcscntat io n . cxprcss or implicd duty of good faith and fair dealing, fraud, rcfusal to perform an illCg a 1 act . ivli ist lcbloivcr, malicious prosecution, abuse of process, defamation of character . pcrsonal injury, intentional or ncgligcnt infliction of emotional distress, discr iminal ion, rctaliat ion or liarassiiicnt based on race, rclig ion, sex . marital status, genctic information, scxtial stcrcolypes, gcnrlci idcnt ity . age, color, handicap and/or disability, national orig in or any othcr protectcd class and any othcr cla inn based on or‘ related to Executive's emplo yinent with the Company or Executive's departure tlicrC fTOm, including . but not limited to, claims for violation o f the Excciitii c Rct ircmcnt I ncomc Security Act of 1974 , Title VII of the Civil Right s Act o f 1964 . I he Agc D iscrinainat ion in Employmclii Act of 1967 , the Older Workers’ Benefit Protection Act of 1990 , the A mci icans wit h D isabilit ice Act, the Americans With Disabilitics Act Amcndmcnts Act, thc Workcr Adjust ment and Rctra ining Notificat ion Act . thc Equal Pa y Act o f 1963 as amended, thc Lcdbcttcr Fair Pay Act, the Civil Right s Acts o f 1866 , 1871 and 1991 , the Immigration Reform and Coiilro 1 Act . the Rchabil it at ion Act Of 1973 . the Occupational Safety and Healt h Act of 1970 , the Fa it C tedit Reporting Act, the Family and Medical Leave Act, the False Claims Act, the Florida Civil Rights Act of 1992 , the Florida Whist lebloiver Act (Fla . Stat . Ț 448 . 101 - 448 . 105 ), the Florida ' Be aware that if you canccl COBRA covcrage in the future, thcn that may be deemed a vo limtary relinquishment (and not a "qualifying event”) and, if so, Ihis can delay the time when you could acquire coverage through an Affordablc Cate Act marketplace plan . 2

Const ibution . the Florida False Cla ims Act, the Florida Workci‘s CompCl 4 sat to It Reta dial ion S fat iit e t F la . Stat . Ț 440 . 205 ), lhc Florida Wage Discrimination Law (Fla . Stat . Ț 44 S . 07 ), thC Floi idii EcJii‹i I Pay Law . HIC Florida Al DS Act (Fla . Slat . Ț Ț 1 . 10 . 125 . 38 . 1 . 00 and 760 . 50 ) . Florida OS HA (F la . Stat . Ț 442 . 0 18 ( 2 )), Florida Wage Payment Laws, Florida D iscriniination on thc Basis o 1 ’ S icklc Cell Trait Law, thc Florida Family and Medical Leave Act , and any othcr intern at ional . fcilci ii 1 . state oi local law, ordinance . Execiit ivc order, code, rulc, regulation, or staft 1 (c, illl as af 44 elldctl . (b) Notwithstanding anything in this Agrccnicnt to the contrary, thc i eleiisc set forth in Scction 4 (a) does not and is not iBtendcd to release any cla inns lhat cannot be i clciiscrl b 5 law, such as claims for vcstcd pension benefits or claims for workers' compensation bcnc fits . or rclcase any rights to a defense or indcmnification from thc Company or its insiirci s for act ions Exccut ive took or failed to take during thc course of Executivc's emplo ymcnt wit h the Comp a n 5 . (c) Notwithstanding anything in this Agrccmcnt lo thc contrary, the rcleasc set forth in Sect ion 4 (a) docs not and is not intended to prcvent, restrict or ot heiavisc inter fire wit h Exccutive's right to (i) file a charge or complaint with any appropriate federal, statc or local agcnc v or court, (ii) testify, assist, participate in, or coopcratc with the investigation o I’ any char gc or complaint pending before or being investigated by such agcncy or court . (iii) cnforcc this Agi ccmeiii . (iv) seek a judicial determination of the validity of thc rcleasc of Excctit li c's rights itnrlcr t he Age D iscrirnination in Employment Act, or (v) report violations of any law administered b ' ihc Securities and Exchange Commission (“SEC”) or Occupational Safety and Hcalt h Admin istrat ion (“OSHA”), receive any financial awards from the SEC or OSHA for reporting possible › iolat ions of federal law or regulation, or make othcr disclosures protcctcd undct the ivhlsl lebloivcr provisions of state or fedcral law or regulation . (d) If an administrative agency or court assumes jurisdiction over aiiv char gc or complaint involving claims that are released by Section 4 (a) of this Agrccmc - iit . Execul ii c hereby agrees to not, directly or indirectly, accept, recover or receive any resulting monetary damages or othcr equitable relief that othcnvisc would be due, and Excciitii c hcrcby expr cssly waives any righls to any such recovery or relief, except as permitted by Section 4 (c)(v) . 5. Time Limits Revocation and Effective Oate. (a) Exccntive acknoivlcdgcs and agrccs that Executive rccci›'cd lliis Agrccmcni on the Termination Date . Execiitivc has up to twcnty - one ( 2 1 ) days fro ni thc date Excciitii c received this Agrecment to considcr its terms . Any changes to this Agrccment during lhat period, whether material or not, will not extcnd thc 2 1 - day period . If Exccuti ’e signs this Agi ccincnt . Executive may st ill rcvoke Executive's acceptance of the Agi‘ecmcnt for up to scvcn ( 7 ) days a flcr Excciit ivc signs it, by notifying the Company in writing before the expirai ion of that seven - day period . The written notice should be dclivercd in person or, if sent by ma i 1 , postmarkcd no later than thc 7 th day and mailed to : |Insert name and address.j (b) lf not revoked, this Agreement will become effective on the 8 th day a fler Executive signs it . If Executive docs not sign this Agrccmcnt within the 21 - day period, or if Executivc timely i cvokcs this Agrecment during the scvcn - day revocation period, this Agreement

4 »'lll 1 ic›t bccoll ; c o - fh - ctis'o - . nul Excctilii c will llot be ciltitlo - tl to tllc Se› ci . i 1 icc Bc''c fit pi o ictc‹t 1 oi in Seclion ? . b . Constilt u'itli un r ¥ ttcrney . The Comp . iiiy hcrcby atlviscs Excctil ix c IO Ct)llsi 1 ll with . ill attorney of Excctttivc' s cllo lce (at Excctitix'c's cxpcias*) bcfoi c Excc'i(i' *“ sit ; ''* l "* Agi'ccniciit . The Company ›vill rely on Executive s sigliatilre on this AgFcClTlOill its XCCt 1 ll \ L'> l’cpt’c“sc 1 li‹itioii lhat Excct 1 lii’c • i'cacl this Agrccincn( carcliilly be fore sighing it, aiitl th*t Exettll 1 \ c UiU ‹i full and complete tilldcrslaiidiiig of its telvns . 7. Representations . By sigtiiilg below, Excct 1 tis'c i - cprcscllts . llltl r 1 Ql’CCS flea( HU followin g arc t 1 'ttc and con'ect to the best of Executive’s knoivlcclgc : (a) Except for the wages ai 1 ‹t benefits to be paid to Excc‹itive i cgartllcss of ›vl 1 cthc 1 ’ Executive signs this Agreement, as dcsci ibcd in Section 2 , the Severance Belie fits to bc paid undcr tllis Agrccment, and any ve>ted pctisioil bciicfits Executive may be citt itlctl to i'cccix c . thc Company docs not owe Excctltivc any otliCF \ VtT GS, COlTlpcilSation, or bcnctits o f any k ilicl oi llilttlFC; (b) The Compaliy has provided Executive with all lea›'c to which E . xcciilii e svzs entitled and . to the bcst of Executive's knowledge, Excct 1 tix'c is hot suffering frotia . my ivoi'k - related injuries ; (c) Exectitivc has not rcccived, is not receiving, and has not applicd for’ Mcdicai e : (d) Excctltivc has notified the Company of any charge or complailit Excctltivc tiled with any agency or court that is still pcntliilg bcforc such cotlrt of - agcncy ; (C) The Severance Benefits dcsc 1 'ibcd in Section 3 are things that Excctitii e is not cut it led to rcccive in the ‹lbSCllCC Of this Agreement ; ( 9 Excctllivc has rcttlrncd to the Company all propcrty and iilfornaation that bcloligs to the Company . iilcltlding, but not limited to thc following (xvhcre applicable) : atttoivlobilc ; comptiters (dcsktop ancl laptop) ; phonc ; tablct ; iPad ; devises (inclildiilg ‹isb . exteriial hard drives, etc . ) ; hälldhcld dcviccs ; kcys, access cards . passxvords, and/or ID carcls ; all elo - Gt 1 ’Oliicall y storcd and paper copies of all flllllllGÎal data, ctistonler information, business plalls and i'cpoñs, and Company files ; and all records, ctlstomer lists, xvritleii information, fornls . plans, and othcl doctiincnts, iiicluditig electronically storCd Information . ExcctitlvC shall scarch ExcGt 1 tix’C's electronic deviens, device back - ups, r csidcilcc, and autonlobllG and agrccs that by signifi bcloiv, Exectitivc has discloscd all Company property in Executive's pOSsCSsÎOll OI’ COntrO 1 and retttriled such propeily as dif cctcd by Company ; and (g) Executive has not assertcd any claim for sexual harassment or sexual abrisc by any of the Relcascd Parties and is nol atvarc of any facts supporting such a claim . (h) Executive is not atvarc of any viOliltlOllS Of the law or Company agrcei«ei 1 ts OF OllGlCs, altd is not aware of wrongdoing by the Company or its officers, including any alleged corporate f 7 aud . that should be rcpoiJed to authorities .

(i) Executirc hereby voluntarily resiglJS ils an Officer ancl/ or Director o t die Co%any or any Released Party effectii e as of the Termiiiat ion Date. 8. No Re - em ment . Exccutivc acknoivlcdg es and agrccs that he shall ilOt kiioiviligly re - apply for employment with the Relcascd Parties, nor will Executive knowingly accept any employment or otherwise work for the Released Parties . Further . Excciitii c a¡ ; rccs lhat his forbearance to seek nature employment with the Released Partics is purcly contractual and is in no way involuntary, dlscriminatory, retaliatory, Of iH VlOlation of any contract or policy of the Released PartlCS . If Executive applies for employment with the Released Part ics . the - Rclcascd Parties arc not under any obligation to process or otheovisc act apon siich application . 9. Confidentialit v . Executive will keep this Agreement and its terms (Othcr than the fact that Executive was terminated on the Termillation Date) c o nfidential and will not disclosc such information io anyone other than Executive's immcdiate family and pi'ofcssiona 1 advisol's . cach of whom must, as a condltion tO the disclosurc, agrcc to kccp the information confidential . Executive will be rcsponsiblc for any breach of this Section by Executive's immediate family mcmbcrs and professional advisors . Notwithstanding the foregoing, this Agreement docs not prohibit Executive fvom (a) providing faithful testimony in response to compulsory lcgal process . (b) participating or assisting in any invcstigation or inquéy by a govcrnmcntal agcncy acting within the scope of its statutory or regulatory jurisdiction, or (c) making faithful statcmciils in colmcction with any claim permitted to be brought by Executive unctcr Sections 4 (b) or (c) . 10. Confidential Information. (a) Executive wlll not disclose to any third parties ally of the made secrets and other confidential proprietary information of the Company . including, brit not limited to, information regarding the Company's operations, prodricts . seiwices, suppliers, customers, research, development, new products, marketing, marketing plans, business plans . budgets . finances, liccnscs, prices, and costs ("Confidential Information”) without the express written consent of the Company, which consent may be withheld by the Company in its sole and absolute discrction . Notwithstanding the foregoing, this Agreement does not prohibit Executive from disclosing Confidcntial Inf or mation (i) as part of tnithfiil testimony in rssponsc to compillsory legal process, (ii) while participating or assisting in any investigaiion or inquiry by a governmental agency acting within the scope of its statutory or regulatory jilrisdiction, (iii) to a gos'ernmciit official or to an attorney for the purpose of repoiJing or investigating a suspected violation of law, in conformity with the Defend Trade Secrets Act, or (iv) in a complaint or othcr docrtmcnt filed in a lawsuit or othcr legal proceeding, so long as such filing is made under seal and iii conformity iviih the Defcnd Trade Secrets Act . (b) Executive's obligations under this Section include, but are not limited to, any and all Confidential Information the Company provided to Execi1tis'c, Executive developed on behalf of the Company, or to which Executive had access, as well as informatlon third parties provided to the Company that the Company is obligated to keep confidential. 11. Applicable Law; Jurisdiction and Venue . 5

(a) This AgfCCITlCnt shall bc goi'crned by and construcd Hi accordance wit h the liiivs o F the State of Floi ida, iv ithout gis ing c lTccl to the principlcs of confl icts of law . (b) Thc Partick consent to hoc cxcliisii c jurisdlction of any state or ledcral coiii‘t o f competent jiirisdict ion located within M iami - Dadc County hi the State o f F 1 oi‘ida . and EXCC £ II 1 $ c irrci ocablV agrCe that all act ions or proceedings rclat ing to this Agreement may be liligatcd ili such courts . The Partick irrevocably waive any right to object to or challcnge t hc aboi c sc lcctcrl forum on the basis of inconvenicncc or un fairness under 28 U . S . C . † 1404 or simi lai state or fedcra 1 st atut cs . 12. Entire Agreement ; Other Agreements . This Agrccnicnt contains the entire agrcemcnt of the parties with respect to the subject matter hereof, and no reprcscnlat ion, prolrisc . or agrccment . oral or written, relating hereto that is not containcd hcrcin shall bc o f any fotce oi cffcct . Moreover, if Executive entered in any othcr enforceable agrccmcnts with the Compimy that contain provisions that are not in direct conflic t with the provisions of this Agreement . those othci agreements shall remain in effect and the terms of this Agrecmcnt shall bc in atldi i ion to such othcr such agreements . 13. No Disparagement . Neither Party will make any intentionally dcfainatorr or intentionally disparaging statements to any third parties rcp • ard ing thc othcr, its sco ices . or any o f its Exccutives . officcrs , or oivncrs . Notwithstanding thc foregoing . this Agrecrncnt docs not prohibit cithcr party from (a) providing truthful testimony in response to compulsory lcgal proccss . (b) participating or assisting in any investigation or inquiry by a governnicntal agcncy actin 3 within the scope of its statutory or regulatory jurisdiction . o 1 (c) making tnith fiil slalcmcnts in connection with any claim permitted to bc brought by Excciitive under Sections 4 (b) or (c) . 14. No Admissions . Neither the execution of this Agreement nor the per formaI 4 GC O f it s terms and conditions shall be consisted or considered by any party or by any other person as an admission o I liability or wrongdoing by clther party . 15. Counterparts . This Agreement may be executed in one or more counterparts . cach of which will be considcred an original instrument and al l o f which togcthci will be consitlcrcd one and thc same agrcemcnt and will become cffcctive ivhcn al l executed countcrparts hat c bccn dclivei‘cd to the rcspcctivc parties . Dclivery o f executed pages by facsimile transmission or c - mail will constitute effectivC RI 4 d binding cxcciition and delivery of this Agreenicnt . 1.6. Assignment. This Agreement shall be binding upon and shall inure to the benc fii of the Company and its respcctivc successors and assigns, ancl any such siicccssors and assigns shall be considercd third - party bene ficiaries of this Agrccmcnt. Execiitivc has no rights to assign this Agreement. 17. Acknowledgements . Exccutive hereby ack noivledgcs that Exccriti› c (a) has rcad this Agreement and understands all o I it s provisions ; and (b) voluntarily cntcrs into this Agreement . which is contractual in nature and GOntains a gcncral releasc o f claims . 18. Severabiliw i r any term, provision or Section of this Agreement is detcrmined by a court of competent jurisdiction to be invalid or unenforceablc for any rcason, such determination shall be limited to the narrowest possible scope in order to prcserve thc enforceability of the

7 icniaiming poG ioes of thc tci'in, provision or Section, and such dctcrmi'iat ioil shdll i' ι ‹' * '* rciTiaiiiin p terms, provisions or’ para g raphs of this Agreement , which shall c ontinuc to be glvcil ftlll forcc and c ffcct . 19. 409A . The provisions of this Agreement will be administe red. lI2lC1‘/fCl C fHJCJ consistent in a manner intended to comply with Section 409A of ihe Internal Revenue Codc of I O8t. as amcnded. the regulation s issued thereunder, or any exception thereto (or disregarded to the extent such provision cannot be so administered, interprctcd, or colistrucd). Each paynlCflt undcr this Agreement shall b c considered a separate and distinct payment . ExcCu lir e shall hat C no i'ighl to dcsignatc the date of any payment under ihis Agreement . Nothing conlaincd in this Agreement shall constitute any i'cprcscntation or warranty by the C ompany rcgarcling compli . mtce with Section 409 A . The Company has no obligation to take any action to pre›'cnt thC flsscSSlTlCl 4 ( of any tax undcr Section 409 A on any person and neither the Company, nor its subsidiaries or a ffiliatcs, nor any of thGll EXeGutiVC S, Ofcers, directors or othcr rcprcsentativcs shall hat c any liability to Executis e with respcct thereto . 20. Further Assurances . Executive and the Company cach agrcc to execute alid deliver, afier thc date hereof, without additional consideration, any additional docrimcnts, and to take any further actions, as may be neccssary to fulfill the intent of this Agrccmciit and the tralisactions contemplated hcrcby . 21. Cooperation. (a) Exccutivc will (i) cooperate with the Company iii all reasonable i'espects concerning any transitional matters which require Exccutive's assistance . cooperation or knowledge, including communicating with persons inside or outside the Company as directed by the Company, and (ii) in the event that the Company (or any of its a ffiliates or other related Emilies) becomes involved in any legal action relating to events which occurcd during Executive's cmployment with the Company, cooperatc to the fiillcst extent reasonably possible in the preparation, prosecution or defcn sc of theii’ case . including, but not limited to, lhc cxccution of affidaVits or documents, testifying or providing information reqilested by the Company . Notivithsdanding the foregoing, Executive is not requéed io cooperate to the extent si›c h cooperation woald intcrfere or conflict with the obligations which Executive may owe io any othcr employer . (b) To the extent that Excciltive inciirs (i) tra vel - relatcd expenses, (ii) out - of - pocket expenses, an/or (iii) loss of wages as a result of Executivc's cooperation with the Company as con templated by this Section 21 ("Cooperation Expenses"), the Company will promptly reimburse Execiltivc (or will causc Executive to be promptly rei mbursed) for such Cooperation Expenses, provided they are re a sonable and were approved by the Company in adx • ancc .

lN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) set forth below. Longeveron Inc. By Name Title Date 8 Paul T. Lehr

EXHIBIT B EXECUTIVE’S PRIOR INVENTIONS