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.

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

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.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of $500,000 in the aggregate during the term of this Agreement (or in excess of $0 at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.