Form 8-K

8-K — ORAGENICS INC

Accession: 0001493152-26-032155

Filed: 2026-07-06

Period: 2026-06-29

CIK: 0001174940

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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8-K

8-K (Primary)

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2026-06-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934.

Date

of Report: June 29, 2026

(Date

of earliest event reported)

Oragenics,

Inc.

(Exact

name of registrant as specified in its charter)

001-32188

59-3410522

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

9015

Town Center Parkway,

Suite

143

Lakewood

Ranch, Florida

34202

(Address

of principal executive offices)

(Zip

Code)

813-286-7900

(Registrant’s

telephone number, including area code)

(Former

Name or Former Address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

OGEN

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective

July 1, 2026, the Board of Directors (the “Board”) of Oragenics, Inc. (the “Company”) appointed John Spencer,

the Company’s Senior Controller, to serve as the Company’s Chief Financial Officer, and, in connection therewith, effective

July 1, 2026, the Company entered into an Executive Employment Agreement with Mr. Spencer (the “Employment Agreement”). The

Employment Agreement provides for base compensation of $200,000. The Employment Agreement contains customary confidentiality, non-competition

and non-solicitation provisions.

The

foregoing summary is qualified in its entirety by the specific terms of the Employment Agreement attached as Exhibit 10.1 to this Form

8-K which is incorporated herein by reference.

Item

5.02 DEPARTURE

OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e)

Compensatory Arrangements of Certain Officers.

Effective

July 1, 2026, the Board appointed John Spencer, the Company’s Senior Controller, to serve as the Company’s Chief Financial

Officer. In connection with the appointment of

Mr. Spencer as the Company’s Chief Financial Officer, Mr. Spencer received an option award equal to $25,000, with an

exercise price equal to the closing price of the Company’s common stock on the NYSE American immediately prior to the date of the

grant.

Mr.

Spencer, age 32, joined the Company in April 2025 as Senior Controller and has led the Company’s finance and accounting organization,

including SEC reporting, financial planning and analysis, treasury, budgeting, internal controls, audit coordination, and capital markets

support. From March 2022 through April 2025, Mr. Spencer operated a fractional chief financial officer and financial consulting practice,

providing financial leadership to publicly traded and privately held companies across multiple industries, including healthcare, sports

and entertainment, and professional services. His responsibilities included SEC reporting, financial planning and analysis, budgeting

and forecasting, treasury, internal controls, acquisition accounting, capital planning, operational finance, and strategic financial

leadership. Previously, Mr. Spencer served as Vice President of Finance at Trxade Health, Inc., a publicly traded healthcare technology

company, where he was responsible for SEC reporting, financial planning and analysis, internal controls, acquisition accounting, finance

operations, and strategic finance initiatives. Mr. Spencer began his career with PricewaterhouseCoopers LLP, where he provided audit

and tax services to publicly traded and privately held companies. Mr. Spencer is a Certified Public Accountant in the State of Florida

and received both a Master of Accountancy and a Bachelor of Science in Accounting from the University of South Florida.

There

are no arrangements or understandings between Mr. Spencer and any persons pursuant to which Mr. Spencer would be selected as an officer.

There are no current or proposed transactions between the Company and Mr. Spencer or his immediate family members that would require

disclosure under item 404(a) of Regulations S-K promulgated by the Securities and Exchange Commission.

Item

5.07 SUBMISSION

OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)

The Annual Meeting was held on June 29, 2026.

(b)

At the Annual Meeting the following proposals were voted on by our shareholders:

PROPOSAL

1: Election of Directors.

Mr.

Charles Pope, Dr. Frederick Telling, Mr. Robert Koski, Dr. Alan Dunton, Mr. John Gandolfo and Ms. Natasha Giordano were each re-elected

as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or

until their earlier resignation, removal from office or death. The votes were as follows:

For

Withheld

Broker

Non-Votes

Charles

Pope

1,017,697

292,270

793,522

Dr.

Frederick Telling

1,018,895

291,072

793,522

Dr.

Alan Dunton

1,016,221

293,746

793,522

Robert

Koski

1,018,560

291,407

793,522

John

Gandolfo

1,014,185

295,782

793,522

Natasha

Giordano

984,704

325,263

793,522

PROPOSAL

2: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:

FOR

806,898

AGAINST

478,522

ABSTAIN

24,545

BROKER

NON-VOTES

793,522

PROPOSAL

3: To authorize the Board of Directors to enact a reverse stock split, in its sole discretion at any time within one year after shareholder

approval is obtained, to effect a reverse stock split of then-outstanding shares of the Company’s Common Stock, at a ratio of not

less than one-for-two (1:2) and not greater than one-for-fifty (1:50). The votes were as follows:

FOR

1,239,961

AGAINST

836,159

ABSTAIN

27,366

PROPOSAL

4: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31,

2026. The votes were as follows:

FOR

1,887,381

AGAINST

184,883

ABSTAIN

31,225

Item

9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit

No.

Description

10.1

Executive Employment Agreement with John Spencer.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized on this 6th day of July 2026.

ORAGENICS,

INC.

(Registrant)

BY:

/s/

Janet Huffman

Janet

Huffman

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTIVE

EMPLOYMENT AGREEMENT

This

Executive Employment Agreement (the “Agreement”) dated as of July 1, 2026 (the “Effective Date”),

is by and between ORAGENICS, INC., a Florida corporation, (the “Company”), and JOHN SPENCER (the “Executive”).

WHEREAS,

the Company is a biotechnology company currently engaged in the business of research, development, and sales of proprietary products

and technologies;

WHEREAS,

the Executive is currently employed by the Company; and

WHEREAS,

the Company wishes to assure itself of the continued services of the Executive for the period provided in this Agreement and the Executive

is willing to serve in the employ of the Company for such period upon the terms and conditions hereinafter set forth.

NOW

THEREFORE, in consideration of the mutual covenants herein contained, the parties intending to be legally bound, hereby agree as

follows:

1. EMPLOYMENT.

During the Term the Company will employ the Executive as the Chief Financial Officer of the Company, and the Executive agrees to serve

in such capacity and provide his services to the Company on the terms and conditions set forth in this Agreement.

2. POSITION

AND DUTIES. During the Term, the Executive will serve as the Chief Financial Officer of the Company. The Executive agrees that during

the Term, as defined below, he shall dedicate his full business time, attention and energies (except as provided below) to performing

his duties to the Company, as prescribed by the Company’s Chief Executive Officer or the Board of Directors. The Executive will

perform the duties typically assigned to the Chief Financial Officer of a similarly situated company in the Company’s industry.

The Executive shall also perform such other reasonable duties as may hereafter be assigned to him by the Chief Executive Officer or the

Board of Directors, consistent with his abilities and position as the Chief Financial Officer, including providing such further services

to the Company as may reasonably be requested of him. The Executive will report to the Chief Executive Officer and carry out the decisions

and otherwise abide by and enforce the rules and policies of the Company. During the Term, Executive shall perform the services required

by this Agreement in Sarasota, Florida, except for travel to other locations as may be necessary to fulfill Executive’s duties

and responsibilities hereunder.

The

Executive shall devote his best efforts to the business and affairs of the Company and, during the Term and shall comply with at all

times the restrictive covenants provided in Sections 5 and 7 below. The Company and the Executive acknowledge and agree that, during

the Term, Executive shall be permitted to: (i) serve on civic or charitable boards or committees; and (ii) and on such additional corporate

boards as the Nominating and Governance Committee and the Board may approve; and (iii) manage passive personal investments, so long as

any such activities, individually or in the aggregate, do not unduly interfere with the performance of Executive’s responsibilities

as an executive officer of the Company in accordance with this Agreement.

3. TERM.

The Term of this Agreement shall start on Effective Date and continue through the first anniversary of the Effective Date (the “Term”).

Notwithstanding the foregoing, Executive’s employment under this Agreement may be terminated earlier than the scheduled expiration

of the Term, in accordance with Section 8 below. However, the provisions of Sections 5, 6 and 7 shall continue in force in accordance

with the provisions therein and shall survive the expiration or termination of the Term and this Agreement.

4. COMPENSATION

AND BENEFITS.

(a) Base

Salary. During the Term the Executive’s annual base salary shall be Two Hundred Thousand Dollars ($200,000.00) per year, which

shall be payable by the Company to the Executive in installments consistent with the Company’s normal payroll schedule, subject

to customary withholding as required by applicable law. This annual base salary shall be reviewed by the Board periodically, and the

Board may adjust the Executive’s annual base salary from time to time as the Board deems to be appropriate subject to Executive’s

performance, the Company’s financial condition and market conditions.

(b) Incentive

Compensation. During the Term, the Executive shall also be eligible to receive an annual performance bonus from the Company of up

to thirty percent (30%) of his annual base salary based upon appropriate Company-based and individual-based targets specified by the

Compensation Committee of the Board, in its discretion, as approved by the full Board (the “Performance Bonus”). The

Performance Bonus targets for each year shall be established by the Compensation Committee no later than March 31 of that year. The Performance

Bonus targets for 2025 shall be established by the Compensation Committee no later than June 30, 2025. No Performance Bonus shall be

earned by the Executive unless: (i) the Compensation Committee has completed its year-end review of the Company’s financial statements

and other financial performance for the year and has certified no later than February 28 of the following year that the Executive has

satisfied his Performance Bonus targets for the year, and (ii) the Executive remains an employee of the Company on the date that the

Compensation Committee certifies that the Executive has satisfied his Performance Bonus targets for the year. Any Performance Bonus that

is earned shall be paid on or before March 31 of the following year.

All

such Performance Bonuses, as well as any equity awards which are granted to the Executive or which become vested as a result of the satisfaction

of financial performance goals of the Company, shall be subject to the Company’s policy on recoupment or clawback of executive

incentive compensation, as such policy may be amended from time to time (the “Clawback Policy”), and that the Executive

shall be obligated to repay to the Company, any and all amounts received with respect to any Performance Bonus or performance-based equity

awards, to the extent such a repayment is required by the terms of the Clawback Policy.

The Executive shall be entitled to participate in all group insurance, vacation, retirement and other employee benefits established by

Company for its full time employees generally, on terms comparable to those provided to such employees from time to time by the Company.

Nothing in this Agreement will preclude the Company from terminating or amending any employee benefit plan so as to change eligibility

or other requirements or eliminate, reduce or otherwise change any benefit, provided that such termination or amendment applies

equally to the Executive and other full time employees of the Company.

The

Executive shall be entitled to three (3) weeks paid vacation per calendar year plus such Personal Days as provided in accordance with

the Company’s policies.

(d) Reimbursement

of Business Expenses. The Executive shall be entitled to receive reimbursement for all appropriate and reasonable business expenses

incurred by his in connection with his duties under this Agreement in accordance with the written policies of the Company as in effect

from time to time and subject to applicable State and Federal laws and regulations.

5. CONFIDENTIAL

INFORMATION. The Executive agrees that during and after his employment with the Company, he will hold in the strictest confidence,

and will not use (except for the benefit of the Company, or any of the Company’s subsidiaries or affiliates) or disclose to any

person, firm, or corporation any Company Confidential Information except as necessary in carrying out his duties for the Company. The

Executive understands that his unauthorized use or disclosure of Company Confidential Information may lead to termination for Cause and

legal action by the Company. The Executive understands that “Company Confidential Information” means any non-public

information that relates to the actual or anticipated business, research or development of the Company, or its subsidiaries or affiliates

(collectively, for the purposes of this section, the “Company”), or to the Company’s technical data, trade secrets,

or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services

and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which the Executive called

or with which he may become acquainted during his employment), software, developments, inventions, processes, formulas, technology, designs,

drawings, engineering, hardware configuration information, marketing, finances, and other business information. Company Confidential

Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to the Executive through

no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to the Executive;

or (iii) the Executive is required to disclose by applicable law, regulation or legal process. The Executive understands that nothing

in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of his employment,

as protected by applicable law.

The

Executive recognizes that the Company may have received and in the future may receive from third parties associated with the Company,

e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”),

their confidential or proprietary information (“Associated Third Party Confidential Information”). By way of example,

Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated

Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such

Associated Third Parties. The Executive agrees at all times during his employment with the Company and thereafter to hold in the strictest

confidence, and not to use or to disclose to any person, firm, or corporation, any Associated Third-Party Confidential Information, except

as necessary in carrying out his duties for the Company consistent with the Company’s agreement with such Associated Third Parties.

The Executive further agrees to comply with any and all written Company policies and guidelines that may be adopted from time to time

regarding Associated Third Parties and Associated Third Party Confidential Information. The Executive understands that his unauthorized

use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during his employment may lead

to termination for Cause and legal action by the Company.

Upon

termination of his employment with the Company, and any other time at Company’s request, the Executive will promptly deliver to

the Company, and will not keep in his possession, recreate, or deliver to anyone else, any and all Company property, including, but not

limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging

to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit

cards, passwords, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints,

sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items

that were developed by his pursuant to his employment with the Company, obtained by his in connection with his employment with the Company,

or otherwise belonging to the Company, its successors, or assigns. Further, to the extent that the Executive used his own personal computers,

cell phones, email accounts, thumb drives or other electronic memory or storage devices to access, store or transmit Company Confidential

Information or Associated Third Party Confidential Information, upon the termination of the Executive’s employment with the Company,

and at any other time at Company’s request, the Executive shall promptly delete all Company Confidential Information or Associated

Third Party Confidential Information from Executive’s property and upon the Company’s request, provide written verifications

of such deletions. The Executive also consents to an exit interview to confirm his compliance with this Section 5, if requested

by the Company.

Notwithstanding

the foregoing, the Company hereby provides notice to the Executive pursuant to 18 U.S.C. §1833 that an individual may not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in

confidence to a federal, state or local government official, either directly or indirectly, or to any attorney; and (ii) solely for the

purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under

seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected

violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding

if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except

pursuant to court order. The Executive further understands that nothing contained in this Agreement limits his ability to communicate

with, or file a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor

Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”),

the Department of Justice (“DOJ”) or any other federal, state, or local governmental agency or commission (collectively,

“Government Agencies”), or otherwise participate in any investigation or proceeding that may be conducted by Government

Agencies, including providing documents or other information, without notice to the Company; provided, however, that Executive may not

disclose Company information that is protected by the attorney-client privilege, except as expressly authorized by law. The Executive

retains the right to communicate with the Government Agencies and such communication can be initiated by his or in response to the government

and is not limited by any non-disparagement or confidentiality obligations under this Agreement. This Agreement does not limit Executive’s

right to receive an award from the SEC or DOJ for information provided to the SEC or DOJ. Executive is advised to consult an attorney

prior to disclosing any trade secrets, Company Confidential Information or Associated Third Party Confidential Information as such immunity

is only applicable in limited situations.

6. INTELLECTUAL

PROPERTY RIGHTS. Any and all concepts, improvements, computer software, articles, pamphlets, brochures, marketing plans, or other

information (collectively, “Developments”) which the Executive discovers, edits or develops during the Term of his

employment, which relates to or is useful in connection with the business of Company, shall be deemed work for hire and shall be the

sole and exclusive property of the Company. The Executive hereby assigns, transfers and conveys to the Company all right, title and interest

in, and to all such Developments. The Executive shall make full disclosure thereof to the Company and shall do such acts and deliver

all such instruments as the Company shall reasonably require of Executive, at the Company’s expense, to effect such ownership and

to enable the Company to file and prosecute applications for and to acquire, maintain and enforce any and all patents, trademark, registrations

or copyrights under United States or foreign law with respect to such Developments or to obtain any extension, valid action, reissuance,

continuance or renewal of any such patent, trademark or copyright.

7. NON-COMPETITION

AND NON-SOLICITATION COVENANTS. As additional consideration to the Company for entering into this Agreement, the Executive covenants

that during the Restricted Period (as defined below), he shall not directly or indirectly:

(a) compete

against the Company, or any subsidiary or affiliate of the Company that is engaged in the Business (as defined below) (collectively,

the “Applicable Entities”), by being employed by, gratuitously assisting or serving as an independent contractor,

consultant, partner, director or officer with a competitor of the Company or any of the Applicable Entities, or starting his own business

that would compete directly or indirectly with the Company or any of the Applicable Entities, or have a material interest in any business,

corporation, partnership, limited liability company or other business entity which competes directly or indirectly with the Company or

any of the Applicable Entities. For purposes of this covenant, the term the “Business” shall mean developing, producing,

designing, providing, soliciting orders for, selling, distributing, or marketing Company Products and Services in any state of the United

States of America in which the Company or any of the Applicable Entities does business. For purposes hereof, “Company Products

and Services” means any novel antibiotics used to treat infectious diseases and an intranasal vaccine to prevent coronavirus

disease 2019 (“COVID-19”) from the SARS-CoV-2 virus and variants thereof, any novel treatments for mild Traumatic

Brain Injury (“concussion”) and any novel treatments for Neimann Pick Type C Disease, (i) which the Company or any

of the Applicable Entities anticipate developing, producing, designing, providing, marketing, distributing or selling, (ii) which the

Company or any Applicable Entities develop, produce, design, provide, market or distribute while Executive is employed by the Company

or is otherwise providing services to the Company, or (iii) that compete with any of the products and services of the Company or Applicable

Entities referenced in (i) or (ii) above. For the purpose of defining and enforcing this covenant, the competitors of the Company and

Applicable Entities will be identified at the time the Company seeks enforcement of this covenant. This determination shall be based

on the then-existing market area of the Company and Applicable Entities at the time enforcement of this covenant is sought. Notwithstanding

the foregoing, investment by the Executive constituting less than five percent (5%) of the outstanding securities in a publicly-traded

entity that may compete with the Company or Applicable Entities shall not constitute a violation of this Section 7(a) as long as the

Executive is not actively involved in such entity’s business.

(b) Solicit,

induce or encourage, or attempt to solicit, induce or encourage, any current customer or vendor of the Company or any of the Applicable

Entities to do business with any person or entity in competition with the Company or any of the Applicable Entities or to terminate or

reduce the amount of business which any such customer or vendor has customarily done or contemplates doing with the Company or any of

the Applicable Entities, whether or not the relationship between the Company or any of the Applicable Entities and such customer or vendor

was originally established in whole or in part through the Executive’s efforts; or

induce or encourage, or attempt to solicit, induce or encourage, any employee or independent contractor of the Company or any of the

Applicable Entities, who was so employed or engaged at any time during the six (6) month period prior to the date of the Executive’s

solicitation, to leave his or his employment or engagement with the Company or any of the Applicable Entities, to cease providing services

to the Company or any of the Applicable Entities, or to accept employment with any other person or entity; provided however, that

general solicitations not specifically targeted to employees or independent contractors of the Company or any of the Applicable Entities

shall not constitute a breach of this Section 7(c).

These

covenants not to compete and not to solicit shall apply during Executive’s employment with the Company and for a period of twelve

(12) months following the date on which Executive is last employed by the Company (the “Restricted Period”). In the

event of a breach by the Executive of any of the covenants in this Section 7, the term of the Restricted Period will be extended by the

period of the duration of such breach.

The

Executive agrees that the relevant public policy and legal aspects of covenants not to compete have been discussed with his and that

every effort has been made to limit the restrictions placed upon Executive to those that are reasonable and necessary to protect the

legitimate interests of the Company, and the other Applicable Entities. The Executive acknowledges that, based upon his education, experience,

and training, the non-compete and non-solicitation provisions of this Section 7 will not prevent the Executive from earning a livelihood

and supporting the Executive and his family during the relevant time period.

The

Executive’s obligations to the Company pursuant to Sections 5 and 7 of this Agreement are independent of any other obligation of

the Company to the Executive (including any promise or agreement contained in this Agreement or any other agreement between the Company

and the Executive or any obligation that otherwise arises from any aspect of the employment relationship). The existence of any claim

or cause of action of the Executive against the Company, whether predicated on this Agreement or any other basis, shall not constitute

a defense to the enforcement of the restrictive covenants set forth in Sections 5 and 7 of this Agreement.

any restriction set forth in this Section 5 or 7 is found by any court of competent jurisdiction to be overbroad, void or unenforceable,

the court shall modify this Agreement to extend only over the maximum period of time, range of activities, or geographic areas as to

which it may be enforceable.

8. TERMINATION

OF EMPLOYMENT. Notwithstanding anything else contained in this Agreement, the Term of Executive’s employment under this Agreement

may be terminated prior to the end of the Term stated in Section 3 above upon the earliest to occur of the events described in Subsections

8(a) or 8(b) below. To terminate the Executive’s employment with the Company and the Term pursuant to this Section 8, the terminating

party shall provide to the other party a written notice of termination (a “Termination Notice”), which shall (i) indicate

the specific termination provision of this Agreement relied upon, (ii) briefly summarize the facts and circumstances that provide the

bases for such termination, (iii) specify the termination date in accordance with the requirements of this Agreement, and (iv) otherwise

comply with any notice-related term in this Agreement applicable to the specific type of termination.

(a) Termination

by the Company. The Company may terminate the Executive’s employment with the Company and the Term of this Agreement:

(1) Upon

the Executive’s Disability (as defined below), such termination to be effective on

the date of written notice by the Company that the Executive’s employment is being

terminated as a result of such Disability or such later date as may be specified in the Termination

Notice;

(2) Upon

the Executive’s death, to be effective immediately upon the date of death;

(3) For

Cause (as defined below), which termination shall be effective on the date specified in the

Termination Notice;

(4) If

the Board determines in good faith that Company is unable to continue to pay the level of

compensation due to the Executive under Section 4 of this Agreement, whether as a result

of the Company’s failure to obtain additional equity funding as needed to sustain its

operations, or otherwise which termination shall be effective on the date specified in the

Termination Notice; or

(5) Without

Cause, for any reason other than under Subsections (a)(1), (2), (3) or (4), or for no reason,

upon written notice by the Company to the Executive that the Executive’s employment

is being terminated, which termination shall be effective on the date specified in the Termination

Notice.

(b) Termination

by Executive. The Executive may terminate the Executive’s employment with the Company and the Term of this Agreement by providing

sixty (60) days prior written notice to the Company.

of “Disability.” For purposes of this Agreement, “Disability” shall mean the Executive’s incapacity

or inability to perform his duties and responsibilities as contemplated under this Agreement, with any reasonable accommodation that

the Company may be required to provide in accordance with the Americans with Disabilities Act, for one hundred twenty (120) consecutive

days or for more than one hundred twenty (120) days within any one (1) year period (cumulative or consecutive) due to impairment to his

physical or mental health. For this purpose, the Executive shall be presumed to have suffered a Disability if he is determined to be

entitled to Social Security disability benefits by the Social Security Administration. The Executive hereby consents to a medical examination

and consultation, at the Company’s sole expense, regarding his health and ability to perform as aforesaid.

(d) Definition

of “Cause.” “Cause” shall mean:

(i)

Executive’s commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether

or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company or a subsidiary, or

any other act or practice which the Board shall, in good faith, deem to have resulted in the Executive becoming unbondable under the

Company or any subsidiary’s fidelity bond;

(ii)

Executive’s engaging in willful or gross misconduct which is deemed by the Board, in good faith, to be materially injurious to

the Company or any subsidiary, monetarily or otherwise;

(iii)

Executive’s continued failure or habitual neglect to perform his duties with the Company or any subsidiary;

(iv)

Executive’s breach of this Agreement, including but not limited to Executive’s restrictive covenants pursuant to Sections

5 and 7;

(v)

the Executive’s conviction of, or the entering of a guilty plea or plea of no contest (or its equivalent under any applicable legal

system) by Executive with respect to, a felony;

(vi)

the Executive’s breach of any fiduciary duty owed under applicable law, statute or regulation to the Company;

(vii)

Executive’s reporting to work under the influence of alcohol or illegal drugs; or

(viii)

Executive’s violation of written policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of

the interests of the Company or any subsidiary.

(e) Termination

Notice and Cure. Notwithstanding the foregoing subsection (d) of this Section 8, Cause shall not be deemed to have occurred, and

the Company shall be deemed to have irrevocably waived their right to terminate the Executive’s employment with the Company and

the Term under this Agreement with respect thereto, unless: (i) the Company has provided the Executive with a Termination Notice describing

one or more of the grounds set forth in Section 8(d) no later than one hundred fifty (150) days after the Board first receives notice

of the event constituting Cause, (ii) if such ground is capable of being cured, the Board determines, in good faith, that the Executive

has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and (iii) the Company terminates

the Executive’s employment with the Company within nine (9) months from the date on which the Board, first received notice of the

event constituting Cause. For purposes of this notice and cure provision it is agreed that any material breach of the Executive’s

restrictive covenants pursuant to Sections 5 and 7 or Executive reporting work under the influence of alcohol or illegal drugs is incurable.

(f) Termination

of the Executive’s employment under this Agreement and the Term shall be without prejudice to: (i) any right or obligation that

has accrued or arisen on or before the termination date; (ii) any remedy of either party in respect to any prior breach of this Agreement;

and (iii) any other provisions hereof which expressly or necessarily calls for performance after the termination date or is applicable

to the enforcement of the Agreement’s provisions.

9. SEVERANCE

PAY.

(a) In

the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (as defined in Sections

8(c) and 8(d) above); by the Executive pursuant to Section 8(b); by the Company pursuant to Section 8(a)(4); Executive’s death;

or upon expiration of the Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited

to:

(i) his

then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the Company’s standard

payroll practices;

(ii) any

reimbursable expenses for which the Executive has not yet been reimbursed as of the termination date; and

(iii) any

other rights and vested benefits (if any) provided under employee benefit plans and programs of the Company, determined in accordance

with the applicable terms and provisions of such plans and programs.

(b) If the Executive’s employment with the Company is terminated during the Term by the Company without Cause pursuant to Section 8(a)(5), in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to one (1) month of his annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over a one (1) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9.

anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section

9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and his execution

and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries

and affiliates, in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to the Company

(the “Release”), within forty-five (45) days of her termination date, and that she does not revoke the Release during

the seven (7) day period after her execution of the Release. Subject to Section 14 below, the severance payments under this Section 9

will begin no earlier than fifteen (15) days after the Executive has executed, delivered and not revoked the Release as required under

this Section 9.

10. CHANGE

OF CONTROL

(a) If

the Executive’s employment with the Company is terminated by the Company without Cause during the period of thirty (30) days following

a Change in Control of the Company (as that term is defined below), in addition to the amounts in Section 9, the Executive shall be entitled

to receive a severance payment equal to the sum of: (i) three (3) months of his annual base salary pursuant to Section 4, at the higher

of the base salary rate in effect on the termination date or the base salary rate in effect immediately before the effective date of

the Change of Control, and (ii) the Executive’s Performance Bonus for the year which includes the effective date of the Change

in Control, payable at the target level of performance. In addition, the Executive shall also receive the amount of any Performance Bonus

that, as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. Notwithstanding

anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under this Section 10(a) shall

be conditioned upon the Executive’s continued compliance with his restrictive covenants in Sections 5 and 7 and his execution and

delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and

affiliates, in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to the Company (the

“Release”), within forty-five (45) days of his termination date, and that he does not revoke the Release during the

seven (7) day period after her execution of the Release. Subject to Section 14 below, the severance payments under this Section 10 will

begin no earlier than fifteen (15) days after the Executive has executed, delivered and not revoked the Release as required under this

Section 10.

(b) If

the Executive holds any stock options or other stock awards granted under the Company’s 2021 Equity Incentive Plan which are not

fully vested at the time his employment with the Company is terminated by the Company without Cause during the period of thirty (30)

days following a Change in Control, such equity awards shall become fully vested as of the termination date.

purposes of this Agreement, the term “Change in Control” shall mean a transaction or series of transactions which

constitutes a sale of control of the Company, a change in effective control of the Company, or a sale of all or substantially all of

the assets of the Company, or a transaction which qualifies as a “change in ownership” or “change in effective control”

of the Company or a “change in ownership of substantially all of the assets” of the Company under the standards set forth

in Treasury Regulation section 1.409A-3(i)(5).

(d) If

any severance payments otherwise payable to the Executive under this Agreement in connection with a Change in Control would, when combined

with any other payments or benefits the Executive becomes entitled to receive that are contingent on the same Change in Control (such

payments and benefits to be referred to as “Parachute Payments”) would: (i) constitute a “parachute payment”

within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999

of the Code (the “Excise Tax”), then the cash severance payments payable to the Executive under Subsection (a) of

this Section 10 shall be reduced to such extent which would result in no portion of such severance benefits being subject to the Excise

Tax under Section 4999 of the Code (the “Reduced Amount”).

Any determination of the Excise Tax or the Reduced Amount required under this Section

10(d) shall be made in writing by the Company’s independent public accountants, whose determination shall be conclusive and binding

upon the Company and the Executive for all purposes. For purposes of making the calculations required by this Section 10(d), the accountants

may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations

concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish such information and documents

as the accountants may reasonably request in order to make a determination under this Section 10(d). The Company shall bear all costs

the accountants may reasonably incur in connection with any calculations contemplated by this Section 10(d).

11. NO

BREACH. Executive hereby represents and warrants to the Company that: the execution, delivery and performance of this Agreement by

Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order,

judgment or decree to which Executive is a party or by which Executive is bound; and Executive has not and will not bring to or use at

the Company, directly or indirectly, any trade secrets or confidential information of any third party.

12. NOTICES.

All notices or communications required by or bearing upon this Agreement or between the Parties shall be in writing and shall be deemed

duly given (i) on the date of delivery if delivered personally or by email (with confirmation of receipt), (ii) on the first (1st)

business day following the date of dispatch if delivered using a next-day service by a recognized next-day courier or (iii) on the earlier

of confirmed receipt or the fifth (5th) business day following the date of mailing if delivered by registered or certified

mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant

to such other instructions as may be designated in writing by the party to receive such notice delivered to their respective addresses

set forth below:

(a) if

to the Executive, to:

JOHN

SPENCER

1418

E. 4th Avenue

Tampa,

FL 33605-5016

Email:

jspencer@oragenics.com

(b) if

to the Company, to:

Oragenics,

Inc.

9015

Town Center Parkway, Suite 143

Lakewood

Ranch, Florida 34202

Attn:

Chief Executive Officer

13. NON-ASSIGNMENT.

The Executive and the Company acknowledge the unique nature of services to be provided by the Executive under this Agreement, the high

degree of responsibility borne by his and the personal nature of his relationship to the Company’s business and customers. Therefore,

the Executive and the Company agree that Executive may not assign this Agreement or any of his rights or responsibilities hereunder without

the prior written consent of the Company. Similarly, the Company may not assign this Agreement or any of its rights or responsibilities

hereunder without the prior written consent of the Executive except to another entity that survives a merger, acquisition or consolidation

with the Company or which otherwise succeeds to all or substantially all of the Company’s assets or business. Any purported assignment

in violation hereof is void. Employer’s authorized assignees shall be authorized to enforce all restrictive covenants herein

14. COMPLIANCE

WITH SECTION 409A OF THE CODE. The Executive and the Company acknowledge that each of the payments and benefits promised to Executive

under this Agreement must either comply with the requirements of Section 409A of the Code (“Section 409A”), and the

regulations thereunder or qualify for an exception from compliance. To that end, the Executive and the Company agree that the severance

payments described in Sections 9 and 10 are intended to be excepted from compliance with Section 409A as either short-term deferrals

pursuant to Treasury Regulation Section 1.409A-1(b)(4) or separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9).

the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately

upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to,

and shall, if necessary, be deferred to and paid on the later of the date sixty (60) days after the Executive’s earliest separation

from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a specified employee (within the

meaning of Treasury Regulation Section 1.409A-1(i)) of the Company on the date of his separation from service, the first day of the seventh

month following the Executive’s separation from service. Furthermore, this Agreement shall be construed and administered in such

manner as shall be necessary to effect compliance with Section 409A. Each payment in a series of payments shall be treated as a separate

payment for purposes of the application of Section 409A.

15. INJUNCTIVE

RELIEF. The Executive acknowledges and accepts that his compliance with Sections 5, 6 and 7 is an integral part of the consideration

to be received by the Company and is necessary to protect the equity value, business and goodwill and other proprietary interests of

the Company. The Executive and the Company each acknowledge that a breach by the other Party of this Agreement (including a breach by

the Executive of Sections 5, 6 and 7 will result in irreparable and continuing damage to the other Party for which the remedies at law

will be inadequate, and agrees that, in the event of any breach by the other Party of this Agreement, the non-breaching Party shall be

entitled to injunctive relief and to have this Agreement specifically performed, which shall be in addition to, and not in lieu of, any

other relief to which such Party shall be entitled.

16. ENFORCEABILITY.

If any provision of this Agreement shall be found by a court with proper jurisdiction to be invalid or unenforceable, in whole or in

part, then such provision shall be deemed to be modified, narrowed, or restricted only to the limited extent and in the manner necessary

to render the same valid and enforceable, as the case may require, and this Agreement shall be construed and enforced to the maximum

extent permitted by law as if such provision had been originally incorporated herein as so modified, narrowed, or restricted.

17. GENERAL

PROVISIONS.

(a) This

Agreement shall be governed by the laws of the State of Florida, without giving effect to any principles of conflicts of law that would

result in application of the law of any other jurisdiction.

(b) The

parties to this Agreement: (a) consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Hillsborough

County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for every legal proceeding arising out of or related

to this Agreement and any aspect of Executive’s employment with the Company is Hillsborough County, Florida, for a state court

proceeding and the Middle District of Florida, Tampa Division, for a federal court proceeding, and (c) waive any defense, whether asserted

by motion or pleading, that Hillsborough County, Florida, or the Middle District of Florida, Tampa Division, does not have personal jurisdiction

over Executive or is an improper or inconvenient venue. The Executive and Company knowingly, voluntarily and intentionally waive their

right to a jury trial in any lawsuit between the Executive and the Company that arises out of or is related to this Agreement or Executive’s

employment with the Company whether at law or in equity.

Agreement represents the sole agreement of the Executive and the Company concerning the subject matter hereof and supersedes and replaces

all prior communications, agreements, representations and negotiations, whether oral or written, concerning such subject matter.

(d) This

Agreement can only be modified or amended by the written consent of both Executive and the Company hereto which states that it constitutes

an amendment hereto.

(e) No

purported waiver of any provision of this Agreement shall be legally effective unless upon the Party providing such waiver has duly executed

and delivered to the other Party a written instrument which states that it constitutes a waiver of one or more provisions of this Agreement

and specifies the provision(s) that are being waived. Failure by either Party to pursue remedies or assert rights under this Agreement

shall not be construed as waiver of that Party’s rights or remedies, nor shall a Party’s failure to demand strict compliance

with the terms and conditions of this Agreement prohibit or estop that Party from insisting upon strict compliance in the future.

(f) This

Agreement shall bind the Parties’ respective heirs, successors, representatives and permitted assigns.

(g) No

Person other than Parties and their respective heirs, successors, representatives and permitted assigns of the parties is a party to,

or shall otherwise have any rights with respect to, this Agreement.

(h) This

Agreement may be executed in any number of counterparts and it shall not be necessary for the parties to execute any of the same counterparts

hereof. Counterparts to this Agreement may be delivered via facsimile, electronic mail (including pdf) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder

of this page intentionally left blank; signatures to follow]

WITNESS WHEREOF, the Parties have executed this Executive Employment Agreement to be effective on the Effective Date, for the purposes

herein contained.

COMPANY – Oragenics, Inc.

EXECUTIVE

By:

/s/ Janet Huffman

/s/ John Spencer

Janet Huffman, Chief Executive Officer

JOHN SPENCER

EXHIBIT

RELEASE

exchange for the consideration set forth in Section 10 of the Executive Employment Agreement dated as of July 1, 2026 (the “Employment

Agreement”) between JOHN SPENCER (“Executive”) and Oragenics, Inc., (the “Company”),

the Executive, for herself and his heirs, assigns, executors and administrators, hereby waives and releases the Company, and its successors

and assigns, as well as any subsidiary and affiliate of the Company, and each of their respective officers, directors, agents, shareholders

and employees (the “Company Released Parties”), from any and all Claims as defined herein.

For

the purpose of this Release, the term “Claims” means any and all claims, debts, damages, demands, liabilities, benefits,

suits in equity, complaints, grievances, obligations, promises, agreements, rights, controversies, costs, losses, remedies, attorneys’

fees and expenses, back pay, front pay, severance pay, percentage recovery, injunctive relief, lost profits, emotional distress, mental

anguish, personal injuries, liquidated damages, punitive damages, disability benefits, interest, expert fees and expenses, reinstatement,

other compensation, suits, appeals, actions, and causes of action, of whatever kind or character, including without limitation, any dispute,

claim, charge, or cause of action arising under Civil Rights Act of 1964, Title VII (including the Civil Rights Act of 1991); the Civil

Rights Act of 1866, 42 U.S.C. §§ 1981; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Americans

with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Employee Retirement Income Security Act; the Consolidated Budget and

Reconciliation Act of 1985; the Fair Labor Standards Act; the Family and Medical Leave Act; the Labor Management Relations Act; the Employee

Polygraph Protection Act; the Racketeer Influenced and Corrupt Organizations Act; the Occupational Safety and Health Act; the Electronic

Communications Privacy Act; the Uniform Services Employment and Re-Employment Rights Act; the Sarbanes-Oxley Act; the Fair Credit Reporting

Act; the Florida Civil Rights Act; the Genetic Information Non-Discrimination Act; the Worker Adjustment and Retraining Act, Florida’s

Minimum Wage Act, the Pregnant Workers’ Fairness Act, all other applicable state and federal fair employment laws, state and federal

equal employment opportunity laws, and state and federal labor statutes and regulations, and all other constitutional, federal, state,

local, and municipal law claims, whether statutory, regulatory, common law (including without limitation, breach of the Employment Agreement,

other breach of express or implied contract, wrongful discharge in violation of public policy, breach of covenant of good faith and fair

dealing, promissory estoppel, quantum meruit, fraud, fraud in the inducement, fraud in the factum, statutory fraud, negligent misrepresentation,

defamation, libel, slander, slander per se, retaliation, tortuous interference with prospective contract, tortuous interference with

business relationship, tortuous interference with contract, invasion of privacy, intentional infliction of emotional distress, and any

other common law theory of recovery, whether legal or equitable, negligent or intentional), or otherwise, whether known or unknown to

the Executive, foreseen or unforeseen, fixed or contingent, liquidated or unliquidated, directly or indirectly arising out of or relating

to any and all disputes now existing between the Executive on the one hand, and the Company or Company Released Parties on the other

hand, whether related to or in any way growing out of, resulting from or to result from the Executive’s employment with and/or

termination from the Company, for or because of any matter or thing done, omitted, or allowed to be done by the Company or the Company

Released Parties, for any incidents, including those past and present, which existed or may have existed at any time prior to and/or

contemporaneously with the execution of this Release, including all past, present, and future damages, injuries, costs, expenses, attorney’s

fees, other fees, effects and results in any way related to or connected with such incidents.

A-1

Notwithstanding

the foregoing, the term “Claim” shall not include:

(a) The

Executive’s rights, if any, to unemployment, state disability and/or paid family leave

insurance benefits pursuant to the terms of applicable law;

(b) Any

violation of any federal, state or local statutory and/or public policy right or entitlement

that, by applicable law, may not be waived;

Executive’s right to any severance benefits or equity awards under the Employment Agreement;

(d) The

Executive’s right, if any, to directors’ and officers’ liability insurance

coverage or indemnification;

(e) The

Executive’s rights, if any, as an equity or security holder in the Company; and

(f) Any

Claim that is based on an act or omission that occurs after the date the Executive execute

this Release.

The

Executive understands that the Executive is releasing Claims of which the Executive may not be aware. This is the Executive’s knowing

and voluntary intent, even though the Executive recognizes that someday the Executive might learn that some or all of the facts that

the Executive currently believes to be true are untrue and even though the Executive might then regret having signed this Release. Nevertheless,

the Executive is assuming that risk and the Executive agrees that this Release shall remain effective in all respects in any such case.

It is further understood and agreed that the Executive is waiving all rights under any statute or common law principle which otherwise

limits application of a general release to claims which the releasing party does not know or suspect to exist in his favor at the time

of signing the release which, if known by her, would have materially affected his settlement with the party being released and the Executive

understands the significance of doing so.

The

Executive represents that the Executive nor his heirs, agents, representatives or attorneys have filed or caused to be filed any lawsuit,

with respect to any Claims that the Executive is releasing in this Agreement. The Executive further represents that he has not assigned

or transferred any Claim released by this Release.

Executive

understands that nothing contained in this Release limits his ability to communicate with, or file a complaint or charge with the Equal

Employment Opportunity Commission (“EEOC”), the National Labor Relations Board, the Occupational Safety and Health

Administration, the Securities and Exchange Commission (“SEC”), the Department of Justice (“DOJ”)

or any other federal, state, or local governmental agency or commission (collectively, “Government Agencies”), or

otherwise participate in any investigation or proceeding that may be conducted by Government Agencies, including providing documents

or other information, without notice to the Company; provided, however, that Executive may not disclose Company information that is protected

by the attorney-client privilege, except as expressly authorized by law. Executive retains the right to communicate with the Government

Agencies and such communication can be initiated by Executive or in response to the government and is not limited by any non-disparagement

or confidentiality obligation under the Employment Agreement or this Release. This Release does not limit the Executive’s right

to receive an award from the SEC or DOJ for information provided to them. Executive hereby waives and releases his right to recover money

or other relief in any action that might be brought on his behalf by any other person or entity including, but not limited to, the State

of Florida, EEOC, the Department of Labor or any other federal, state or local agency or department.

A-2

This

Release shall be governed by the laws of the State of Florida, without giving effect to any principles of conflicts of law that would

result in application of the law of any other jurisdiction. The Executive: (a) consents to the exclusive jurisdiction of the state and

federal courts having jurisdiction over Hillsborough County, Florida, (b) stipulates that the proper, exclusive, and convenient venue

for every legal proceeding arising out of or related to this Release and any aspect of Executive’s employment with the Company

is Hillsborough County, Florida, for a state court proceeding and the Middle District of Florida, Tampa Division, for a federal court

proceeding, and (c) waives any defense, whether asserted by motion or pleading, that Hillsborough County, Florida, or the Middle District

of Florida, Tampa Division, does not have personal jurisdiction over Executive or is an improper or inconvenient venue. The Executive

and Company knowingly, voluntarily and intentionally waive their right to a jury trial in any lawsuit between the Executive and the Company

that arises out of or is related to this Release or Executive’s employment with the Company whether at law or in equity. In

any litigation between the Executive and the Company or Other Released Parties arising out of or related to this Release, the losing

party shall reimburse the prevailing party for all reasonable attorneys’ fees and costs incurred by that prevailing party in enforcing,

defending, or prosecuting this Release.

Whenever

possible, each provision of this Release shall be interpreted in, such manner as to be effective and valid under applicable law, but

if any provision of this Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this

Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never

been contained herein.

Older

Workers’ Benefit Protection Act Provisions. In accordance with the requirements of the Older Workers’ Benefits Protection

Act, the Age Discrimination in Employment Act, the Executive expressly acknowledges the following:

(a) Consideration.

The consideration provided pursuant to [Section 9/Section 10] of the Employment Agreement is in addition to any consideration

that the Executive would otherwise be entitled.

(b) Independent

Legal Counsel. The Company has advised and encouraged the Executive to consult with an attorney before signing this Release. The

Executive acknowledges that if he desired to, the Executive had an adequate opportunity to do so.

Period. The Executive has forty-five (45) calendar days from Executive’s termination date to consider this Release before signing

it. The Executive may use as much or as little of this forty-five (45) day period as he wishes before signing. If the Executive does

not sign and return this Release within this forty-five (45) day period, the Release will not become effective or enforceable and the

Executive will not receive the severance benefits pursuant to [Section 9/Section 10] the Employment Agreement.

A-3

(d) Revocation

Period and Effective Date. The Executive has seven (7) calendar days after signing this Release to revoke it. To revoke this Release

after signing it, the Executive must deliver a written notice of revocation to the Company, so that it is actually received before the

seven (7) day period expires. This Release shall not become effective until the eighth (8th) calendar day after the Executive

signs it (“Revocation Expiration Date”). If the Executive revokes this Release on or before the Revocation

Expiration Date, it will not become effective or enforceable and Executive will not receive the severance benefits pursuant to [Section

9/Section 10] the Employment Agreement.

(e)

Future Claims Reserved. The Executive is not waiving or releasing any claims that may

arise after the date that this Release is executed.

The

Company has advised the Executive to consult with an attorney prior to executing the Release. The Executive acknowledges and represents

that she: (a) has fully and carefully read this Release prior to signing it, (b) has been, or has had the opportunity to be, advised

by independent legal counsel of his own choice as to the legal effect and meaning of each of the terms and conditions of this Release,

and (c) is signing and entering into this Release as a free and voluntary act without duress or undue pressure or influence of any kind

or nature whatsoever and has not relied on any promises, representations or warranties regarding the subject matter hereof other than

as set forth in this Release.

Dated:________________________

EXECUTIVE

JOHN

SPENCER

A-4

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Data Type:

xbrli:normalizedStringItemType

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duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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dei:stateOrProvinceItemType

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Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

Namespace Prefix:

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dei:centralIndexKeyItemType

Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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xbrli:normalizedStringItemType

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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