AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement between Tonix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Benjamin A. Selzer (the “Executive”) dated as of April 1, 2011 (the “Agreement”) is made and entered into as of July 27, 2011 (the “Amendment”).

WHEREAS, the Company has entered into negotiations with David Moss and Robert Prag of The Del Mar Consulting Group, Inc. in connection with a potential reverse merger transaction pursuant to which the Company would be acquired by a publicly registered company (“Pubco”) for a majority of the then issued and outstanding shares of Pubco (the “Reverse Merger”); and

WHEREAS, the parties hereto desire to amend the terms of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.  Unless otherwise set forth in this Amendment, all capitalized terms shall have the meanings ascribed to them in the Agreement.

2. Amendments.

2.1 Subsection (a) of Section 3 of the Agreement is hereby deleted in its entirety and replaced by the following paragraph:

“From the Agreement Effective Date through July 31, 2011, the Executive shall be employed on an at-will basis at a salary equal to the minimum wage for employees in the State of New York ($7.25, as of the date hereof) for each hour worked up to 40 hours per week and equal to time and one-half ($10.88, as of the date hereof) for each hour worked in excess of 40 hours per week.  Beginning on August 1, 2011, the Executive shall be employed on an at-will basis at a salary equal to One Hundred Seventy Five Thousand Dollars ($175,000).”

2.2 Subsection (b) of Section 3 of the Agreement is hereby deleted in its entirety and replaced by the following paragraph:

“In the event, and upon the one-year anniversary, of the Reverse Merger, provided, that the Company has previously completed the sale of at least Five Hundred Thousand Dollars ($500,000) in additional equity securities, which for the avoidance of doubt does not include debt securities convertible into equity securities of the Company (the “Financing”), the Executive’s base salary shall be increased to Two Hundred Fifty Thousand Dollars ($250,000) per annum, or such other rate as the Board may designate from time to time (the “Adjusted Post-Financing Salary”).  If the Executive remains employed as of the consummation of the Financing, the Executive shall receive a lump sum payment in the amount of Fifty Thousand Dollars ($50,000) (the “Lump Sum Payment”).  The Lump Sum Payment shall be paid at the same time that the Executive’s first regular salary installment would be paid following the Financing, net of applicable withholding and payroll taxes.”

 

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

 

 

 

 

 

 

 

 

 

 

 

 

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