0001493152-15-002864 Sample Contracts

Payment Deferral and Acceptance Agreement
Payment Deferral and Acceptance Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc. (the “Company”) and the undersigned (the “Payee”) hereby agree to satisfy certain payment obligations as provided in this Payment Deferral and Acceptance Agreement (this “Agreement”) with full force and effect as of the Effective Date noted below (the “Effective Date”).

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Independent Directors’ Compensation Agreement
Independent Directors’ Compensation Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations • Delaware

This agreement (this “Agreement”) is dated as of June 30, 2015 by and among each of George W. Bickerstaff (“Bickerstaff”) and Terence A. Kelly, Ph.D. (“Kelly” and, together with Bickerstaff, each a “Director” and, collectively, the “Directors”) and CARDAX, INC., a Delaware corporation (the “Company”).

Supplement to Senior Executive Employment Agreement David G. Watumull
Senior Executive Employment Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations

Reference is hereby made to that certain EMPLOYMENT AGREEMENT (the “Agreement”) that was made as of February 7, 2014 by and between CARDAX, INC., a Delaware corporation (the “Company”), and David G. Watumull, an individual (the “Employee”). Capitalized terms used in this Supplement that are not otherwise defined in this Supplement shall have the respective meanings ascribed thereto in the Agreement.

Form of Payment Deferral and Acceptance Agreement
Payment Deferral and Acceptance Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc. (the “Company”) and the undersigned (the “Payee”) hereby agree to satisfy certain payment obligations as provided in this Payment Deferral and Acceptance Agreement (this “Agreement”) with full force and effect as of the Effective Date noted below (the “Effective Date”).

Supplement to Agreement of the Executive Chairman
Supplement to Agreement of the Executive Chairman • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations

Reference is hereby made to that certain Agreement (the “Agreement”) that was made as of February 7, 2014 by and between CARDAX, INC., a Delaware corporation (the “Company”), and Nicholas Mitsakos, an individual (the “Executive Chairman”). Capitalized terms used in this Supplement that are not otherwise defined in this Supplement shall have the respective meanings ascribed thereto in the Agreement.

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