Each director shall be entitled to an Equity Retainer equal to $120,000.

Limitation on Equity Retainer. Notwithstanding the foregoing or anything to the contrary herein, the maximum Equity Retainer granted to an Eligible Director during the annual director compensation period (as defined in the Plan) shall not exceed the limit set forth in [Section 4(b)(ii)] of the Plan.

Retainer. “Retainer” means the total cash fees paid to Participant for service on the Board (or any committee thereof), which may be payable on either a calendar quarter or fiscal quarter basis, in arrears.

Director compensation designated as Stock Retainer shall be credited to the Director’s Deferred Stock Account as of the Compensation Payment Date. Upon the Director’s Separation from Service, such compensation and accumulated investment return held in the Director’s Deferred Stock Account shall be distributed to the Director in accordance with the Director’s Distribution Election and the provisions of Section 7.

Retainer Payment. In addition to and outside of Plan benefits, and in consideration of your compliance with the terms of this Agreement, including but not limited to your compliance with the provisions of Sections 9 herein, you will receive payments totaling $2,000,000, less any deductions required by law or authorized by you, paid in 24 equal monthly installments during the 24 month period following the Termination Date (the “Retainer Payment”).

MYMETICS agrees to pay BRESLIN a monthly retainer fee of 7.500 EUR plus applicable VAT for a period of 6 months (the “Retainer Fee”). MYMETICS AND BRESLIN agree that the Retainer Fee is capped and shall in no event exceed the total amount of 45.000 EUR. BRESLIN will invoice MYMETICS every two months at the beginning of the respective period. The first two-month payment of the Retainer Fee will be due 14 days after the execution of this Agreement.

RETAINER/PAYMENT. Consultant is not receiving compensation. Consultant will receive 1,000,000 class B shares for every patent applied by Pendell on behalf of McGregor that is approved by the USPTO. The parties may agree at a later date to a salary.

Equity. During your employment with the Company, you were granted restricted stock units and options to purchase shares of the Company’s common stock. During the Consulting Period, the vesting on these restricted stock unit awards and options will remain unchanged, and will continue to vest as set forth in the governing equity agreements. Subject to approval by the Company’s Board of Directors, as an additional benefit to you under this Agreement, the Company agrees that you will have until the 15 month anniversary of the Separation Date to exercise your shares subject to the options that have vested up until your Separation Date (the “Extended Exercise Period”). You acknowledge that this extension is a modification of any option that qualifies as an incentive stock option within the meaning of 424 of the IRS Code, which could result in any such option immediately becoming a nonstatutory stock option, and if such conversion does not happen immediately upon amendment, any incentive stock options will convert to nonstatutory stock options three months and one day after the Separation Date. Except for this Extended Exercise Period, the restricted stock unit awards and options shall continue to be governed in all respects by the governing plan documents and agreements. You are encouraged to obtain independent tax advice concerning your options and how the terms of this Agreement may affect the tax treatment of the options.

Equity. The post separation exercise period for all outstanding options to

Equity. Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then-unvested portion of all of Executive’s outstanding equity awards.