Subject: Proposed draft consulting agreement
From: "Linda Powers" <[email-masked]>
To: <[email-masked]>
Cc: "Les Goldman" <[email-masked]>
Date: Thu, 14 Apr 2016 15:24:43 +0000

Hi Hunter:

We are looking forward to being able to get under way with our project to work with you to set up a general advisory board for the Company and to undertake various other initiatives.  In the meantime, we greatly appreciate your advice and help in regard to our FDA issue.

Attached please find our proposed draft consulting agreement, which is basically our template agreement.  We included both cash and equity compensation - at the moment with blanks to be filled in.  Let's discuss what amounts would make sense, along with approximately what amount of time you anticipate being able to devote to this.

FYI, the equity comp is structured so that it is earned and vests monthly, in parallel with the cash compensation which is paid monthly, but, mechanically, all of the shares would be issued at the outset, and would be subject to reverse vesting.  The reason we have set it up that way is to minimize the tax bill to you for the equity comp, in case the share price goes up over the course of the agreement period (as we hope and expect that it will!).  If the shares were actually issued monthly, your tax bill would be based upon the increasing value rather than the low value at the outset.  If you would prefer to have the stock issuances made monthly, though, of course we would be happy to handle it that way (and we would receive a bigger deduction  :)).

Please take a look through the draft agreement and let us know if you think any changes or clarifications are needed.  Thanks.

We are looking forward to getting under way!

Kind regards,

Lind