Exhibit 10.22
Oxygen Biotherapeutics,
Inc.,
3189 Airway Avenue, Building C
Costa Mesa, CA 92626
To:
Mr. J. Melville Engle
1 Remington Court
Napa, CA 94558
Engagement Letter
Dear Mel:
Subject to our by-laws we herewith
confirm your engagement as a director and member of the board of
our company (OXBO).
Monetary compensation shall be
through a consulting contract with you.
Independent of the aforementioned
consulting contract, we already we will pay you the following stock
compensation for your services:
Stock options (3 years life),
exercisable at a price of $0.23, as follows:
300,000 fully vested options with
this appointment to the board of directors;
300,000 options where vesting will
be lifted the earlier of: One year after the appointment to the
board of directors, or the closing of a license agreement, or sale
of the company
With regard to the services to be
performed by you pursuant to the terms of this engagement, you
shall not be liable to OXBO, or to anyone who may claim any right
due to any relationship with OXBO, for any acts or omissions in the
performance of services on your part, OXBO shall hold your free and
harmless from any obligations, costs, claims, judgments,
attorneys’ fees, and attachments arising from or growing out
of the services rendered to OXBO pursuant to the terms of this
agreement or in any way connected with the rendering of services,
except when you are adjudged to be guilty of willful misconduct or
gross negligence by a court of competent jurisdiction, OXBO shall
maintain an appropriate director’s and officer’s
(D&O) insurance at all times and cover you under such a
policy.
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Sincerely,
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Accepted:
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Oxygen
Biotherapeutics, Inc. (OXBO)
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