SEVERANCE AND RELEASE AGREEMENT

marital status, veteran status, predisposing genetic characteristic, domestic violence victim status, or any other legally protected status in violation of any local, state or federal laws, ordinances, executive orders, rules, regulations or constitutions, including Title VII of the Civil Rights Act of 1964; The Fair Labor Standards Act of 1938; the Family and medical Leave Act; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act; and the Employee Retirement Income Security Act of 1974; any and all claims under any other federal, state or local statute or regulation, including any labor law, civil rights law or human rights law; (iii) all claims for violation of any agreement or representation, express or implied, made prior to or simultaneously with this agreement; and (iv) all claims based on wrongful termination of employment and similar or related claims.

Executive agrees that this release does not alter any agreements or promises Executive made prior to or during his employment concerning intellectual property, confidentiality, non-solicitation, or non-competition.

Executive agrees that he is the only person who is able to assert any right or claim arising out of Executive’s employment with or separation from the Company. Executive promises that Executive has not assigned, pledged or otherwise sold such rights or claims, nor has Executive relied on any promises other than those contained in this Agreement.

Executive agrees that neither this release nor the Severance Benefits set forth in Section 3 above being offered to Executive for this release is an admission by the Company of any liability or unlawful conduct of any kind.

Notwithstanding anything to the contrary in this Agreement, this Agreement does not release any rights or claims which may arise from acts occurring after the date on which this Agreement is signed or the rights and obligations of the parties under this Agreement.

8.              Miscellaneous.

a.              Governing Law.  This Agreement shall be construed and governed under and by the laws of the State of New York, without regard to the conflicts of laws principles thereof.

b.              Arbitration of Claims. In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement or the breach thereof, the Company and Executive agree to settle the dispute, claim, question or disagreement by arbitration before a single arbitrator in New York County, New York selected by, and such arbitration to be administered by, the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each of the Company and Executive hereby

agrees and acknowledges that all disputes between or among them are subject to the alternative dispute resolution procedures of this Section 9(b).  Each of the Company and Executive agrees that any aspect of alternative dispute resolution not specifically covered in this Agreement shall be covered, without limitation, by the applicable AAA rules and procedures. Each of the Company and Executive further agree that any determination by the arbitrator regarding any dispute, claim, question or disagreement arising from or relating to this Agreement shall be final and binding upon the parties hereto and shall not be subject to further appeal. Each of the Company and Executive shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration; provided, however, that upon receipt of the determination by the arbitrator, the prevailing party shall have all reasonable out-of-pocket fees and expenses reimbursed promptly (in all events within 10 calendar days following delivery to both parties of the arbitrator’s decision) by the non-prevailing party in any such dispute.

c.               Entire Agreement; Amendments.  This Agreement sets forth the entire understanding of the parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings.  There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein.  The publication, amendment, supplementation or replacement of an employee handbook by the Company shall not be deemed to alter, amend or modify the terms and conditions of this Agreement. No alteration, amendment, change or addition to this Agreement shall be binding upon any party unless in writing and signed by the party to be charged. No purported waiver by any party of any default by another party of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

d.              No Waiver.  No waiver of any of the provisions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or be construed as a further, continuing or subsequent waiver of any such provision or as a waiver of any other provision of this Agreement.  No failure to exercise and no delay in exercising any right, remedy or power hereunder will preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

e.               Severability.  If any term or provision of this Agreement, or application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid, shall both be unaffected thereby and each term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

f.                Execution in Counterparts.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

g.               Before signing this Agreement, Executive should make sure that he understands what he is signing, what benefits are being receiving, and what rights are being giving up. Executive should also, if he wishes, consult an attorney about the contents and meaning of this Agreement. Executive has twenty-one (21) days to consider the terms of this Agreement, which will expire if not executed within that period. Executive must deliver or mail the timely executed release to Dipexium Pharmaceuticals, Inc. Attention: David P. Luci, 14 Wall Street, Suite 3D, New York, NY 10005 within twenty-one (21) days of the date this Agreement is presented to Executive. Also after Executive has signed this Agreement, Executive may revoke the waivers contained herein at any time within seven (7) days of signing it by mailing written notice of Executive’s  revocation to: Dipexium Pharmaceuticals, Inc. Attention: David P. Luci, 14 Wall Street, Suite 3D New York, NY 10005. The Severance Benefits being offered to Executive will not become available until after the seven day period, if Executive does not revoke the release.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on December 13, 2016.