Agreement

1.

The Principal owns the only share of Eidetica Biopharma LLC, Landis & Gyr Strasse 3, 6300 Zug, Switzerland (the “Company”).

2.

Upon request of the Principal, the Director agrees to continue to act as managing director of the Company (or as chairman of the managing directors after the election of additional managing directors) in accordance with the instructions and orders of the Principal. Guidelines as to a Director’s role and fiduciary and legal duties are set out in the Schedule to this Agreement.

3.

Unless otherwise agreed by the Parties, the Principal will give its instructions to the Director through Michael Lytton.

4.

All acts of the Company and all instructions and orders given to the Director and the management of the Company shall respect the statutes of the Company, Swiss Law and sound commercial principles.

Should the Director refuse to take the responsibility for the execution of an instruction although the Principal is insisting, the Director may resign as a director without any liability for untimely resignation. In this case the Principal shall release the Director immediately from his duties and shall give him full discharge.

5.

The Director may act on his own without instructions and orders if urgent measures have to be taken in the interest of the Company or the Principal and no prior consultation with the Principal is possible.

6.

Provided that the Director complies with his obligations hereunder and at law, the Principal assumes full responsibility for the activity of the Director as a managing director or chairman of the managing directors and his management of the Company. The Principal shall reimburse the Director for all costs and expenses and shall indemnify him for all damages whatsoever in connection with this Agreement. The Principal shall discharge the Director from any liability arising in connection with this Agreement. In particular, the Principal shall exempt and release the Director of all possible liabilities or judgments which may result from his capacity as managing director, chairman of the managing directors, founder, shareholder, liquidator or attorney-in-fact of the Company, except if such liabilities should have been caused by willful misconduct or gross negligence on the part of the Director.

The Principal shall indemnify the Director for all demands, damages, charges and fees whatsoever which could be due in accordance with such liabilities. The Principal shall reimburse the Director for all costs and expenses incurred and shall hold him harmless from any obligations whatsoever undertaken by him in connection with this Agreement.

In particular, the Principal shall discharge the Director from any responsibility towards the Company or third parties for measures taken by third parties without his consent.

7.

The Director shall receive in advance an annual director’s fee of CHF 10’000.00 gross to be paid by the Company. The fee is subject to revision at any time by written agreement between the parties and will in any event be reviewed either (a) if the Chief Executive Officer of the Company changes a