Exhibit 10.10


 


AMENDED AND RESTATED 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between MGO GLOBAL INC. (the “Company”)
and MATT HARWARD (the “Executive”). The Company and the Executive may hereinafter be referred to jointly as
the “Parties.”


 


WITNESSETH:


 


WHEREAS, the
Executive and the Company entered into an employment agreement, dated October 13, 2022 (the “Original Effective Date”);


 


WHEREAS, the
Parties desire to amend and restate the employment agreement on the terms and conditions set forth herein;


 


WHEREAS, the
Executive’s employment shall continue under this agreement on October 24, 2022 (the “Effective Date”);


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has approved the Company entering into an employment agreement with
the Executive;


 


WHEREAS, the
Executive is now the Chief Marketing Officer of the Company and thus a key senior executive of the Company;


 


WHEREAS, the
Company would like enter into a formal agreement with the Executive to set forth the terms of Executive’s employment and
to provide for certain severance payments and other benefits in the event Executive's employment is terminated by the Company without
cause or by the Executive for “Good Reason” (as defined below); and


 


WHEREAS, Executive
wishes to be employed by the Company and provide full-time services to the Company in return for the compensation and benefits
detailed herein.


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, including the agreements set forth below, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


		1.	Employment.



 


		a.	Term. Subject to Section 4 hereof, the Company agrees to employ the Executive,
and the Executive agrees to be employed by the Company for a period commencing on the Effective Date and ending on the second anniversary
of the Effective Date (the “Initial Term”); provided however that the period of the Executive’s employment pursuant
to this Agreement shall be automatically extended for successive one-year periods thereafter (each, a “Renewal Term”),
in each case unless either Party hereto provides the other Party hereto with written notice that such period shall not be so extended
at least one hundred and twenty (120) days in advance of the expiration of the Initial Term or the then-current Term, as applicable
(the Initial Term and any Renewal Term, collectively, the “Term”). The Executive’s period of employment pursuant
to this Agreement shall hereinafter be referred to as the “Employment Period.”






 







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		b.	Position and Duties. Executive (i) shall serve as the Chief Marketing Officer of
the Company with responsibilities, duties and authority customary for such position, subject to direction by the Chief Executive
Officer; (ii) shall report directly to the Chief Executive Officer; (iii) shall devote substantially all Executive’s working
time and efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the
Company’s rules and policies as adopted by the Company from time to time.



 


		c.	Place of Employment. Executive shall perform the services required by this Agreement
on a remote basis with his primary operations based in Phoenix, Arizona. In addition, the Company may from time to time require
Executive to travel temporarily to other locations on the Company’s business to include the Company’s corporate offices
in Fort Lauderdale, Florida.



 


		2.	Compensation and Related Matters. 



 


		a.	Annual Base Salary. Executive shall receive a base salary at the rate of $250,000
per annum (the “Annual Base Salary”), subject to withholdings and deductions and which shall be paid to Executive in
accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed by the
Board’s Compensation Committee not less than annually and may be adjusted from time to time.



 


		b.	Bi-Annual Bonus. Commencing in the calendar year 2022 and each calendar year thereafter
during Executive’s employment with the Company, Executive will be eligible to receive a discretionary bi-annual performance
bonus, with a target achievement of up to 100% of Annual Base Salary (the “Bi-Annual Bonus”). The amount of the Bi-Annual
Bonus that shall be payable shall be based on the achievement of predetermined performance goals to be determined by the Board,
in its sole discretion. The amount of any Bi-Annual Bonus for which Executive is eligible shall be reviewed by the Board from time
to time, provided that that target achievement for the Bi-Annual Bonus shall not be less than up to 100% of the Annual Base
Salary. Any Bi-Annual Bonus earned by Executive pursuant to this section shall be paid to Executive in accordance with Company
policies, less authorized deductions and required withholding obligations, and is payable as follows: the first Bi-Annual Bonus
shall be paid within 75 days following the end of the second quarter ended June 30; and the second Bi-Annual Bonus shall be paid
within 75 days following the end of the calendar year, ended December 31.



 


		c.	Benefits. Executive shall participate in such full-time employee and executive benefit
plans and programs as the Company may from time to time offer to senior executives of the Company, subject to the terms and conditions
of such plans, including, without limitation, an executive family medical package.



 


		d.	Life Insurance. The Company shall directly pay or reimburse Executive for the premiums
of a term life insurance policy, up to a maximum of $10,000 annually. If Executive’s employment terminates for any or no
reason, the Company shall have no obligation to continue to bear the costs of the life insurance policy for Executive, but Executive
may choose to assume responsibility for payments required to continue the policy.



 


		e.	Vacation. Executive shall be entitled to 30-days of paid time-off for vacation, as
well as sick leave, holidays and other paid time-off benefits provided by the Company from time to time which are applicable to
the Company’s executive officers in accordance with Company policy. The opportunity to take paid time off is contingent upon
Executive’s workload and ability to manage his schedule.









 




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		f.	Business Expenses. The Company shall reimburse Executive for all reasonable, documented,
out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company
in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.



 


		3.	Equity Awards.



 


		a.	Stock Option. Upon the Company becoming publicly traded on a national exchange, and
                                                                further subject to approval by the Board, on the date determined in accordance with the Company’s established policy,
                                                                Executive shall be granted a five-year option (the “Option”) to purchase a total of 200,000 shares of the
                                                                Company’s common stock as follows:100,000 shares on the one-year anniversary of the date the Company commences trading on a
                                                                national exchange; and 25,000 shares on the last day of each quarter, or March 31, June 30, September 30 and December 31, in each
                                                                calendar year. The per share exercise price of the Option shall be equal to initial public offering price of the Company’s
                                                                common stock. The Option shall vest and become exercisable subject to the terms set forth in the 2022 Equity Incentive Plan expected
                                                                to be approved by the Board and effectuated prior to the Company going public by way of Initial Public Offering of its common stock
                                                                on a national exchange. The Option shall otherwise be subject to the terms of the plan pursuant to which it is granted and/or an
                                                                option agreement to be entered into between Executive and the Company.



 


		b.	Additional Equity Awards. Executive shall be eligible
to be granted additional equity awards in accordance with the Company’s policies as in effect from time to time, as recommended
by the Compensation Committee and approved by the Board of Directors.



 


		4.	Termination. 



 


		a.	Termination of Employment.
                                         The Company may terminate the Executive’s employment hereunder for any
                                         reason during the Term, and the Executive may voluntarily terminate his employment hereunder
                                         for any reason during the Term, in each case (other than a termination by the Company
                                         for Cause) at any time upon not less than 90-days notice to the other Party (the date
                                         on which the Executive’s employment terminates for any reason is herein referred
                                         to as the “Termination Date”). Upon the termination of the Executive’s
                                         employment with the Company for any reason, the Executive shall be entitled to (a) payment
                                         of any Base Salary earned but unpaid through the date of termination; (b) unused paid
                                         time off (consistent with Section 2.f. hereof) paid out at the per-business-day Base
                                         Salary rate; (c) additional vested benefits (if any) in accordance with the applicable
                                         terms of applicable Company arrangements; and (d) any unreimbursed expenses in accordance
                                         with Section 2.g. hereof (collectively, the “Accrued Amounts”). The
                                         Accrued Amounts described in Section 4.a. shall by paid to the Executive within 30 days
                                         following the Termination Date (or, if later, following the Executive’s presentation
                                         of supporting documentation for unreimbursed expenses in accordance with 2.g.).






 




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		b.	Termination
                                         by the Company other than for Cause, Death or Disability; Termination by the Executive
                                         for Good Reason. If the Executive’s employment is terminated (a) by the
                                         Company other than for Cause, death or Disability or (b) by the Executive for Good Reason,
                                         in addition to the Accrued Amounts, (i) the Executive shall be entitled to continuation
                                         of the Base Salary at the rate in effect immediately prior to the Termination Date for
                                         12 months following the Termination Date paid in accordance with the Company’s
                                         normal payroll practices, but no less frequently than monthly (the “Base Salary
                                         Continuation”); and (ii) if the Executive elects to continue group health coverage
                                         under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation
                                         Act of 1985, as amended (“COBRA”), the Company shall reimburse the
                                         Executive for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA
                                         premiums does not exceed the cost to the Executive of such health plan premiums immediately
                                         prior to termination, for a period of up to one year after his termination (or until
                                         he is no longer eligible for COBRA continuation, if sooner). Notwithstanding clause (ii)
                                         of the preceding sentence, such reimbursements for COBRA premiums shall not be made to
                                         the extent such payments would result in any additional tax or penalty to the Company
                                         under the Affordable Care Act or any other applicable law. In the event the group health
                                         coverage is self-insured, the Company shall include in the Executive’s gross income,
                                         the imputed value of the employer-subsidized COBRA premiums. The Executive shall be responsible
                                         for the full amount of COBRA premiums for any periods exceeding the time set forth above.
                                         In addition, in the event of a termination covered by this Section 4.b., the Executive
                                         shall be entitled to a lump sum payment equal to one hundred percent (100%) of his annual
                                         Base Salary (“Bonus Severance”).The Company’s obligations to
                                         pay the Base Salary Continuation, the Bonus Severance and COBRA premiums described above
                                         shall be conditioned upon the Executive’s continued compliance with his obligations
                                         under Section 4 of this Agreement. Notwithstanding any provision to the contrary herein,
                                         and without limitation of any remedies to which the Company may be entitled, the Base
                                         Salary Continuation shall be paid in equal installments commencing during the sixty (60)
                                         day period following the Termination Date, the Bonus Severance shall be paid during the
                                         sixty (60) day period following the Termination Date and the reimbursement of COBRA premiums
                                         shall be made after substantiation of such expenses; provided, that, the
                                         Executive has signed and delivered to the Company the release of claims substantially
                                         in the form attached hereto as Exhibits A and C (the “Release”)
                                         and the period (if any) during which the Release can be revoked has expired within such
                                         sixty (60) day period; provided, further, that, if such sixty (60) day
                                         period begins in one calendar year and ends in another calendar year, to the extent required
                                         under Section 409A (as defined below), payment of the Base Salary Continuation installments,
                                         Bonus Severance and reimbursement of the COBRA premiums that otherwise would have been
                                         paid during that sixty (60) day period shall be accumulated and paid in the second calendar
                                         year after expiration of the period for revoking the Release (but within the specified
                                         sixty (60) day period).



 


		c.	Voluntary Resignation by the Executive other than for Good
Reason; Termination due to Death or Disability; Termination Due to, Upon or Following Non-Renewal of the Agreement. If
(a) the Executive voluntarily terminates his employment at any time, other than for Good Reason, (b) if the Executive’s employment
is terminated due to the Executive’s death or Disability or (c) if the Executive’s employment terminates due to, upon
or following non-renewal of the Agreement by either Party in accordance with Section 1.a., then the Executive (or his estate) shall
be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than the Accrued Amounts.



 


		d.	Termination by the Company for Cause. If the Company
terminates the Executive’s employment for Cause, then the Executive shall be entitled to no payment or compensation whatsoever
from the Company under this Agreement, other than the Accrued Amounts.



 


		e.	Exclusive Remedy. The foregoing payments upon termination
of the Executive’s employment shall constitute the exclusive severance payments and benefits due the Executive upon termination
of his employment.



 


		f.	Resignation from All Positions. Upon the termination
of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the Termination Date, from
all positions he then holds as an officer and employee. The Executive shall be required to execute such writings as are required
to effectuate the foregoing.



 







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		g.	Cooperation. Following the termination of the Executive’s
employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of
the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with
respect to matters arising out of the Executive’s services to the Company.



 


		h.	Duty of Confidentiality. Executive agrees that during
employment with the Company and for a period of two (2) years following the termination or resignation of Executive from employment
with the Company, Executive shall not, directly or indirectly, divulge or make use of any Confidential Information of the Company
other than in the performance of Executive’s duties for the Company. While employed by the Company, Executive shall make
all reasonable efforts to protect and maintain the confidentiality of the Confidential Information of the Company. In the event
that Executive becomes aware of unauthorized disclosures of the Confidential Information by anyone at any time, whether intentionally
or by accident, Executive shall promptly notify the Company. This Agreement does not limit the remedies available to the Company
under common or statutory law as to trade secrets or other types of confidential information, which may impose longer duties of
non-disclosure.



 


		i.	Return of Property and Information. Executive agrees
not to remove any Company property from Company premises, except when authorized by the Company. Executive agrees to return all
Company property and information (whether confidential or not) within Executive’s possession or control within seven (7)
calendar days following the termination or resignation of Executive from employment with the Company. Such property and information
includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information
provided by Company to Executive or which Executive has developed or collected in the scope of Executive’s employment with
the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers,
cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Executive
shall certify in writing that Executive has complied with this provision; and has permanently deleted all Company information from
any computers or other electronic storage devices or media owned by Executive. Executive may only retain information relating the
Executive’s benefit plans and compensation to the extent needed to prepare Executive’s tax returns.



 


		j.	Assignment of Work Product
                                         and Inventions. Executive hereby assigns and grants to the Company (and
                                         will upon request take any actions needed to formally assign and grant to Company and/or
                                         obtain patents, trademark registrations or copyrights belonging to Company) the sole
                                         and exclusive ownership of any and all inventions, information, reports, computer software
                                         or programs, writings, technical information or work product collected or developed by
                                         Executive, alone or with others, during the term of Executive's employment relating to
                                         the Company. This duty applies whether or not the forgoing inventions or information
                                         are made or prepared in the course of employment with the Company, so long as such inventions
                                         or information relate to the Business of Company and have been developed in whole or
                                         in part during the term of Executive's employment. Executive agrees to advise the Company
                                         in writing of each invention that Executive, alone or with others, makes or conceives
                                         during the term of Executive's employment and which relate to the Business of Company.
                                         Notwithstanding any provision of this Agreement, Executive shall not be required to assign,
                                         nor shall Executive be deemed to have assigned, any of Executive’s rights in any
                                         invention that Executive develops entirely on his own time without using Company’s
                                         equipment, supplies, facilities, or Trade Secrets, except for inventions that result
                                         from any work performed by Executive for the Company on behalf of the Company. Inventions
                                         which Executive developed before Executive came to work for the Company, or are in active
                                         development at the time Executive came to work for the Company, if any, are described
                                         in the attached Exhibit B, and excluded from this Section. The failure of the
                                         parties to attach any Exhibit B to this agreement shall be deemed an admission
                                         by Executive that Executive does not have any pre-existing inventions.






 




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		k.	Non-Competition. Executive agrees that during the Restricted Period, and within the
Restricted Territory, Executive shall not, directly or indirectly, whether on Executive’s own behalf or on behalf of any
other person or entity, perform services on behalf of a Competing Business, and which are the same as or similar to those types
of services conducted, authorized, offered, or provided by Executive to the Company within 24 months prior to Executive’s
termination or resignation.



 


		l.	Non-Recruitment of Company Employees and Contractors. Executive agrees that during
the Restricted Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or on behalf of any
other person or entity, solicit or induce any employee or independent contractor of the Company with whom Executive had Material
Contact, to terminate or lessen such employment or contract with the Company.



 


		m.	Non-Solicitation of Company Customers. Executive agrees that during the Restricted
Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or
entity, solicit any actual or prospective customers of the Company with whom Executive had Material Contact, for the purpose of
selling any products or services to such customers on behalf of a Competing Business.



 


		n.	Non-Solicitation of Company Vendors. Executive agrees that during the Restricted
Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or
entity, solicit any actual or prospective Vendor of the Company with whom Executive had Material Contact, for the purpose of purchasing
products or services to support a Competing Business.



 


		o.	Acknowledgements. Executive acknowledges and agrees that the provisions of Section
4 are reasonable as to time, scope and territory given the Company’s need to protect its Confidential Information and its
relationships and goodwill with its customers, suppliers, employees and contractors, all of which have been developed at great
time and expense to the Company. Executive represents that Executive has the skills and abilities to obtain alternative employment
that would not violate these Restrictive Covenants in the event that Executive leaves employment with the Company, and that these
Restrictive Covenants do not pose an undue hardship on Executive. Executive further acknowledges that Executive’s breach
of any of the provisions of Section 4 would likely cause irreparable injury to the Company, and therefore entitle the Company to
injunctive relief, in addition to any other remedies available in law or equity, without the necessity of posting a bond.



 


		5.	Assignment and Successors. 



 


The Company may assign
its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the
Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness
of the Company and its affiliates. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and
their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees,
and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other
than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law.





 




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		6.	Miscellaneous Provisions. 



 


		a.	Work Eligibility; Confidentiality Agreement. As a condition of Executive’s
employment with the Company, Executive will be required to provide evidence of Executive’s identity and eligibility for employment
in the United States. It is required that Executive bring the appropriate documentation with Executive at the time of employment.
As a further condition of Executive’s employment with the Company, Executive shall enter into and abide by the Company’s
standard Proprietary Information and Inventions Assignment Agreement (the “Confidential Information Agreement”).



 


		b.	Validity. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect. All questions concerning the construction, validity and interpretation of this Agreement will be governed by
the laws of the State of Delaware without regard to the conflicts of law provisions thereof.



 


		c.	Notices. Any notice, request, claim, demand, document and other communication hereunder
to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by
facsimile or certified or registered mail, postage prepaid (or if it is sent through any other method agreed upon by the parties),
as follows:



 


		(i)	If to the Company at:



MGO Global Inc.


1515 SE 17th Street, Suite 121/#460596


Fort Lauderdale, Florida 33345


 


		(ii)	If to Executive, at the address set forth on Exhibit D.



 


		(iii)	Or at any other address as any Party shall have specified by notice in writing to the other Party.



 


		d.	Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by
facsimile shall be deemed effective for all purposes.



 


		e.	Entire Agreement. The terms of this Agreement, collectively with the Confidential
Information Agreement, is intended by the Parties to be the final expression of their agreement with respect to the employment
of Executive by the Company and supersede all prior understandings and agreements, whether written or oral. The Parties further
intend that this Agreement, collectively with the Change in Control and Severance Agreement and the Confidential Information Agreement,
shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced
in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.






 




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		f.	Amendments; Waivers. This Agreement may not be modified, amended, or terminated except
by an instrument in writing, signed by Executive and a duly authorized officer of Company. By an instrument in writing similarly
executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any
specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided,
however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.
No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise
of any other right, remedy, or power provided herein or by law or in equity.



 


		g.	Arbitration. Executive and the Company agree that if any dispute, controversy or
claim should arise between Executive and the Company (including claims against its employees, officers, directors, shareholders,
agents, successors and assigns) relating or pertaining to or arising out of Executive’s employment with the Company or this
Agreement, the dispute will be submitted exclusively to binding arbitration before a neutral arbitrator conducted in the state
of Florida, in accordance with the commercial rules of the American Arbitration Association then in force. This means that disputes
will be decided by an arbitrator rather than a court or jury, and that both Executive and the Company waive their respective rights
to a court or jury trial. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive
relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding anything herein to
the contrary, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by
court action instead of arbitration.



 


		h.	Withholding. The Company shall be entitled to withhold from any amounts payable under
this Agreement (including, without limitation, any allowances and reimbursements) any federal, state, local or foreign withholding
or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel
if any questions as to the amount or requirement of withholding shall arise.



 


		7.	Section 409A.



 


The intent
of the Parties is that the payments and benefits under this Agreement be exempt from Section 409A of the Internal Revenue Code
of 1986, as amended (collectively with the Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date, “Section
409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt therefrom.
If Executive notifies the Company that Executive has received advice of tax counsel of a national reputation with expertise in
Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section
409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company and Executive
shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through
good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, provided that any such
modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in
order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent
reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision
without violating the provisions of Section 409A.


 


[Signature Page Follows]





 




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IN WITNESS WHEREOF, the Parties have duly executed this Agreement
as of the date and year first above written.


 


	 	MGO GLOBAL INC. 	 
	 	 	 	 
	 	By: 	/s/ Maximiliano Ojeda	 
	 	 	 	 
	 	Name: 	Maximiliano Ojeda, Chief Executive Officer and  

Chairman of the Board
	 	 	 	 
	 	EXECUTIVE 	 
	 	 	 	 
	 	By: 	/s/ Matt Harward	 
	 	 	 	 
	 	Name: 	Matt Harward	 


 




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EXHIBIT A


 


EMPLOYEE CONFIDENTIALITY AND PROPRIETARY
RIGHTS AGREEMENT


 


This Confidentiality
and Proprietary Rights Agreement (“Agreement”) is entered into by and between MGO GLOBAL INC., a Delaware company,
on behalf of itself, its subsidiaries and other corporate affiliates (collectively referred to herein as the “Company”),
and MATT HARWARD (“Employee”) (the Company and Employee are collectively referred to herein as the “Parties”)
as of October 24, 2022 (the “Effective Date”).


 


In consideration of
Employee’s employment or continuing employment with the Company (hereafter, “employment”), which Employee acknowledges
to be good and valuable consideration for Employee’s obligations hereunder, the Company and Employee hereby agree as follows:


 


Representations and Acknowledgements.
Employee acknowledges and agrees that: (i) among the Company’s most valuable and indispensable assets are its Confidential
Information and its close relationships with its Customers (defined below) and Suppliers (defined below, which includes, without
limitation, employees), which the Company has devoted and continues to devote a substantial amount of time, money and other resources
to develop; (ii) in connection with Employee’s employment with the Company, Employee will be exposed to and acquire the Company’s
Confidential Information and develop, at the Company’s expense and support, special and close relationships with the Company’s
Customers and Suppliers; (iii) Employee would not be able to engage in the activities restricted by this Sections 3 through 5 below
without using or disclosing Confidential Information and trade secrets of the Company; (iv) the Company’s Confidential Information
and close relationships with its Customers and Suppliers must be protected; (v) the Company is employing or continuing to employ
Employee only because of the promises and acknowledgements that Employee makes in this Agreement; (vi) to the extent required by
law, the covenants in this Agreement are reasonable and do not impose a greater restraint on Employee than is necessary to protect
the Company’s Confidential Information, close relationships with its Customers and Suppliers, and other legitimate business
interests; (vii) Employee’s compliance with such covenants will not inhibit Employee from earning a living or from working
in Employee’s chosen profession; and (viii) any breach of such covenants will result in the Company being placed at an unfair
competitive disadvantage and cause the Company serious and irreparable harm to its business.


 


Confidentiality and Disclosure
of Information. In the course of Employee's employment hereunder, Employee will receive, contribute to the production of,
become privy to the Company's Confidential Information (as hereinafter defined). Employee further understands and acknowledges
that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company
is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential
Information by Employee will cause irreparable harm to the Company, for which remedies at law will not be adequate.





 




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Employee agrees that during
and in perpetuity after Employee’s employment by Company, Employee shall (i) hold in confidence and treat all Confidential
Information as strictly confidential; (ii) not directly or indirectly disclose, publish, communicate or make available Confidential
Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person
whatsoever, except as required in the good faith performance of Employee’s duties to the Company or with the prior consent
of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within
the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to
copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents,
records, files, media or other resources from the premises or control of the Company, except as required in the good faith performance
of Employee’s duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in
each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing
herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation,
or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure
does not exceed the extent of disclosure required by such law, regulation or order. To the extent permitted by applicable law,
Employee shall promptly provide written notice of any such order to an authorized officer of the Company after receiving such order,
but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality
protections, as determined in the Company’s sole discretion. Employee agrees that during Employee’s employment by Company
and in perpetuity thereafter, Employee shall hold in confidence and shall not directly or indirectly reveal report, publish, copy,
duplicate, disclose, transfer or otherwise misappropriate any Confidential Information to any person or entity, or utilize such
Confidential Information for any purpose, except within the course of Employee’s employment with Company.


 


All notes, data, reference materials,
sketches, drawings, memoranda, documentation and records in any form or media in any way incorporating or reflecting any Confidential
Information of Company shall belong exclusively to Company. Upon termination of his employment for any reason, or at any time Company
may request prior thereto, Employee shall immediately surrender and turn over to Company any of Company’s property whatsoever
and all Confidential Information of Company, whether the same be in writing, print, copy, audio or video tape, computer program
or disc, picture, or any other medium whatsoever, and whether appearing in original documents, summaries, excerpts, abstracts or
other formats, and shall provide Company with all information necessary to access and use said Confidential Information. Employee
shall have no right to retain any originals or copies of the foregoing for any reason whatsoever after termination of his employment
hereunder without the express prior written consent of Company and, upon termination, Employee shall certify in writing that he
no longer possesses and has not distributed or retained any Confidential Information of Company or any of Company’s property
whatsoever.


 


Notwithstanding the terms of
this Agreement, the obligation of Employee to protect the confidentiality of any Confidential Information shall terminate as to
any information or materials which: (i) are, or become, public knowledge through no act or failure to act of Employee in violation
of Employee’s obligations to the Company; (ii) are publicly disclosed by the proprietor thereof; (iii) are lawfully obtained
without obligations of confidentiality by Employee from a third party after reasonable inquiry regarding the authority of such
third party to possess and divulge the same; (iv) are independently developed by Employee from sources or through persons that
Employee can demonstrate had no access to Confidential Information; or (v) are lawfully known by Employee at the time of disclosure
other than by reason of discussions with or disclosures by Company. Employee’s confidentiality obligations set forth herein
shall not be interpreted or applied in a manner that would conflict with Employee’s rights, if any, under the NLRA, as defined
and further described in Section 9 below.





 




    	 	2	 



     


    




 


As used in this Agreement, “Confidential
Information” means information or material, whether oral or written, that is proprietary to Company or designated (either
expressly or by virtue of the manner in which such information or material is traditionally treated in business settings) as confidential
information by Company and not generally known by non-Company personnel, which Employee may develop or which Employee may receive,
obtain knowledge of or become privy to through or as a result of Employee’s relationship with Company (including information
conceived, originated, discovered or developed in whole or in part by Employee). “Confidential Information” includes,
but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to
writing): trade secrets, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications,
techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures,
“know-how”, marketing techniques and materials, marketing and development plans, names of employees and information
related to them, customer names, contacts, and other information related to customers, price lists, pricing policies, and financial
data, information and projections. “Confidential Information” also includes any information described above which Company
obtains from another party and which Company treats as proprietary or designates as “Confidential Information,” whether
or not owned or developed by Company. Information that is publicly known and that is generally employed by the trade or generic
information or knowledge which Employee would have learned in the course of similar work elsewhere in the trade is not intended
to and shall be deemed not to be a part of the “Confidential Information.”


 


Employee understands that the
above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified
as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the
context and circumstances in which the information is known or used.


 


Employee acknowledges that Employee
has been notified in accordance with the federal Uniform Trade Secrets Act (18 U.S. Code § 1839) that an individual shall
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 an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee also acknowledges that nothing in
this Agreement shall be construed to prohibit Employee from reporting possible violations of law or regulation to any governmental
agency or regulatory body or making other disclosures that are protected under any law or regulation, or from filing a charge with
or participating in any investigation or proceeding conducted by any governmental agency or regulatory body.


 


Agreement Not to Solicit
Customers. Employee agrees that during his employment by Company and for a period of eighteen (18) months following termination
of such employment for any reason whatsoever, Employee shall not, either directly or indirectly, on his own behalf or in the service
of or on behalf of others, actually or attempt to, (i) solicit, initiate contact with, call upon, or otherwise enter into a relationship
with any customers or actively sought prospective customers of Company with whom Employee had material contact during his employment
with Company or about which Employee obtained Confidential Information (collectively, “Customers”), for the purpose
of soliciting, selling, diverting to or otherwise providing products or services that are the same or similar to, or otherwise
compete with, those of the Company (collectively, “Competitive Activities”), including, without limitation, engaging
in the business of design, manufacture or sale of unmanned aerial aircraft technologies, unless agreed to in writing by both parties;
or (ii) solicit, induce, or cause any Customer to terminate, reduce or refrain from renewing or extending its contractual or other
business relationship with the Company.





 




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Material Contact.
For purposes of this Agreement, “material contact” exists between Employee and each Customer with whom Employee personally
interacts on behalf of Company, whether such interaction is conducted in person, in writing, by telephone or by other form of communication.


 


Agreement Not to Solicit
Employees and Independent Contractors. Employee agrees that during Employee’s employment by Company and for a period
of eighteen (18) months following termination of such employment for any reason, Employee will not, either directly or indirectly,
on Employee’s own behalf or in the service of, or on behalf of others, actively encourage or induce the voluntary termination
of, or recruit or hire, or attempt to recruit or hire, any person(s) then employed by or associated with Company as an employee
or, on an exclusive basis, an independent contractor, consultant or other supplier of goods or services to the Company (collectively,
“Suppliers”), whether or not such recruit or hire is a full-time, part-time or temporary employee, independent contractor
or consultant, and whether or not such employment or other engagement is for a determined period or is at-will, for the purpose
of employment, consultancy, or serving as an independent contractor for, directly or indirectly, any business entity which engages
in the business of premium fashion brands.


 


Agreement Not to Compete.
Employee agrees that during Employee’s employment by Company and for a period of eighteen (18) months following termination
of such employment for any reason, Employee will not, either directly or indirectly, on Employee’s own behalf or in the service
of, or on behalf of others, actually or attempt to, engage in the business of providing products or services that are the same
or similar to, or otherwise compete with, those of the Company, including, without limitation, engaging in the business of design,
manufacture or sale of unmanned aerial aircraft technologies, within the Territory (as defined below). As used herein, “Territory”
means any state in the United States or any foreign country in which the Company is doing business or in which it is contemplating
to do business pursuant to a then current business plan.


 


Proprietary Rights. 


 


Work Product.
Employee agrees that all inventions, ideas, writings, works of authorship, technology, discoveries, copyrightable or patentable
subject matter, and other work product of any nature whatsoever that, in whole or in part, are made, conceived, created, prepared,
produced, authored, edited or amended (i) through the use of any of the Company’s Confidential Information or any of the
Company’s equipment or facilities or (ii) by Employee, individually or jointly with others, during the period of Employee’s
employment by the Company that result from any work performed by Executive for the Company on behalf
of the Company (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in
preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing,
and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights,
trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual property rights therein arising in
any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto,
including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part,
reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall belong exclusively
to Company and shall be considered part of Confidential Information (as the case may be) for purposes of this Agreement.





 




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For purposes of this Agreement,
Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies, techniques,
agreements, documents, negotiations, know-how, computer programs, computer applications, software design, web design, work in process,
databases, manuals, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms,
product plans, product designs, styles, models, inventions, unpublished patent applications, original works of authorship, discoveries,
experimental processes, specifications, customer information, customer lists, manufacturing information, marketing and advertising
information, and sales information.


 


Work Product which Employee
developed prior to working for the Company, or is in active development at the time Employee came to work for the Company, if any,
is described in the attached Exhibit B, and excluded from this Section. The failure of the parties to attach any Exhibit B to this
agreement shall be deemed an admission by Employee that Employee does not have pre-existing Work Product.


 


Company, its designees, and
its assigns shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for
such Work Product in any and all countries. Employee shall provide reasonable assistance to Company (at Company’s expense)
to obtain and from time to time enforce patents, copyrights, and other statutory or common law Intellectual Property Rights for
such Work Product in any and all countries. To that end, Employee shall execute, during and after his employment with Company,
all documents reasonably related to the application, procurement, and enforcement of patents, copyrights, and other statutory or
common law protections, as the Company or its counsel may request, together with any assignments thereof to Company or its designee.


 


Work Made for Hire; Assignment.
Employee acknowledges that, by reason of being engaged by the Company at the relevant times, to the extent permitted by law, all
of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright
Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Company. To the extent that the foregoing does
not apply, Employee hereby irrevocably assigns to the Company, for no additional consideration, Employee’s entire right,
title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim
and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto
throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title
or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have
had in the absence of this Agreement.


 


Further Assurances; Power
of Attorney. During and after Employee’s employment by the Company, Employee agrees to reasonably cooperate with
the Company to (i) apply for, obtain, perfect and transfer to the Company the Work Product and Intellectual Property Rights in
the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same, including, without limitation,
executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other
documents and instruments as shall be requested by the Company. Employee hereby irrevocably grants the Company power of attorney
to execute and deliver any such documents on Employee’s behalf in Employee’s name and to do all other lawfully permitted
acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual
Property Rights therein, to the full extent permitted by law, if Employee does not promptly cooperate with the Company’s
request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is
coupled with an interest and shall not be affected by Employee’s subsequent incapacity.





 




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Moral Rights.
To the extent any copyrights are assigned under this Agreement, Employee hereby irrevocably waives, to the extent permitted by
applicable law, any and all claims Employee may now or hereafter have in any jurisdiction to all rights of paternity, integrity,
disclosure and withdrawal and any other rights that may be known as “moral rights” with respect to all Work Product
and all Intellectual Property Rights therein.


 


No License. Employee
understands that this Agreement does not, and shall not be construed to, grant Employee any license or right of any nature with
respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software or other tools
made available to Employee by the Company.


 


No infringement.
Employee represents and warrants to the Company that all Work Product Employee delivers to the Company shall be original and shall
not infringe upon or violate any patent, copyright or proprietary right of any person or third party.


 


License to Prior Invention.
If Employee in the course of Employee’s employment for the Company incorporates into a Company product Work Product that
Employee has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of Employee’s
employment with the Company in which Employee has a property right (each, a “Prior Invention”), Employee hereby grants
to the Company a perpetual, nonexclusive, royalty free, irrevocable, worldwide license to make, have made, modify, and use such
Prior Invention. Employee hereby represents and warrants that all Prior Inventions have been listed by Employee on Exhibit B hereto
or, if no such list is attached, that there are no Prior Inventions. Employee will not incorporate any Work Product owned by any
third party into any Company Work Product without the Company’s prior written permission.


 


License to Information
and Likeness. The Company shall have the right, but not the obligations, to use Employee’s name, photograph, likeness
and approved biographical data for the purpose of advertising, marketing, promoting, publicizing and exploiting any matter related
to the Company, its products and services and/or Employee’s duties performed hereunder.


 


Severability.
To the extent this Agreement is required to be construed in accordance with laws of any state which precludes as a requirement
in an employee agreement the assignment of certain classes of inventions made by an employee, this Section 6 will be interpreted
not to apply to any invention which a court rules and/or the Company agrees falls within such classes.


 


Conflicts of Interest.
During the term of his employment, Employee shall not engage in activities or practices involving any possible conflict of interest.
These activities or practices may subject Employee to disciplinary action, up to and including termination of employment. Employee
should avoid at all times the appearance of, as well as an actual, conflict of interest.


 


Conflicts of interest activities
or practices include, but are not limited to: engaging in business conduct that is damaging to the reputation of the Company, accepting
outside employment in any organization that does business with the Company or is a competitor of the Company, investing or having
a financial interest in a private company which does business with the Company or having stock ownership in a publicly traded company
which does business with the Company if the relationship(s) may influence Employee’s business decisions (this applies to
Employee and to close relatives and is applicable at the time of hire and at any time during the course of employment). If an individual
does own stock in a company that does business with the





 




    	 	6	 



     


    




 


Company, the relationship should
be disclosed upon employment and all significant business dealings with that company will be reviewed.


 


Employee may not accept gifts
from any person or company doing or seeking to do business with the Company. Employees are allowed to accept advertising novelties
and other gifts of nominal value.


 


Employee may not give, offer,
or promise, directly or indirectly, anything of value to any representative of any company doing business with the Company.


 


Employee may not select vendors
on the basis of anything other than the merit of their products or services or prices for such products or services.


 


Discussing company information
with the press without prior authorization from management is also a conflict of interest.


 


Security and Access.
Employee agrees and covenants (i) to comply with all Company security policies and procedures as in force from time to time including
without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key
cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems,
computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company
facilities, IT resources and communication technologies (“Facilities and Information Technology Resources”); (ii) not
to access or use any Facilities and Information Technology Resources except as authorized by Company; and (iii) not to access or
use any Facilities and Information Technology Resources in any manner after the termination of Employee’s employment by the
Company, whether termination is voluntary or involuntary. Employee agrees to notify the Company promptly in the event Employee
learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction
or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials
by others. Employee acknowledges and agrees that any property situated on the Company’s premises and owned by the Company,
including disks and other storage media, filing cabinets, other work areas and other Facilities and Information Technology Resources,
is subject to inspection by personnel of the Company at any time with or without notice. Employee acknowledges and agrees that
Employee has no expectation of privacy with respect to the Company’s Facilities and Information Technology Resources and
that Employee’s activity and any files or messages on or using any of such Facilities and Information Technology Resources
may be monitored at any time without notice.


 


Exit Obligations.
Upon (i) voluntary or involuntary termination of Employee’s employment or (ii) the Company’s request at any time during
Employee’s employment, Employee shall (a) provide or return to the Company any and all Company property, including keys,
key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell
phones, smartphones, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes,
disks, thumb drives or other removable information storage devices, hard drives and data and all Company documents and materials
belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential
Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company
or any of its business associates or created by Employee in connection with Employee’s employment by the Company; and (b)
delete or destroy all copies of any such documents and materials following return to the Company that remain in Employee’s
possession or control, including those stored on any non-Company devices, networks, storage locations and media in Employee’s
possession or control.





 




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Non-disparagement.
Employee agrees and covenants that Employee will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory or disparaging remarks, comments, statements or gestures concerning the Company’s products or
services, and existing and prospective customers, suppliers, investors and other associated third parties, or make any maliciously
false statements about the Company’s employees and officers. Notwithstanding the foregoing, this Section 8 shall not be interpreted
or applied in a manner that would conflict with Employee’s rights, if any, under the NLRA, as defined and described in Section
9 below. Further, this Section does not apply to (i) truthful statements made in connection with legal proceedings, governmental
and regulatory investigations and actions; (ii) any other truthful statement or disclosure required by law; or (iii) good faith
intra-Company communications made for legitimate business reasons.


 


NLRA Compliance.
It is the policy of the Company to comply with the National Labor Relations Act (“NLRA”), including without limitation,
Section 7 thereof. Thus, to the extent Employee is covered by the NLRA, nothing herein, or in any other the agreement between Employee
and the Company or Company policy, shall prohibit Employee together with other Company employees from (i) self-organizing, forming
joining or assisting labor organizations; (ii) bargaining collectively through representatives of their own choosing; (iii) discussing
wages, hours, working conditions, other labor policies or unionism or for the purpose of collective bargaining or other mutual
aid or protection; or (iv) posting pictures or videos of employees engaged in such activities or other activities involving collective
bargaining or other mutual aid or protection. However, the Company has an “open door” policy and encourages employees
to address such matters instead with their supervisors or a member of management.


 


Remedies. Employee
acknowledges that the Company’s Confidential Information and the Company’s ability to reserve it for the exclusive
knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use
or disclosure of the Confidential Information by Employee, or any other material breach of Employees promises and covenants herein,
will cause irreparable harm to the Company, for which remedies at law will not be adequate. In the event of a breach or threatened
breach by Employee of any of the provisions of this Agreement, Employee hereby consents and agrees that the Company shall be entitled
to, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach
or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary
damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned
equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
Additionally, each of the covenants and restrictions to which Employee is subject under this Agreement, including, without limitation
those in Sections 2 through 4 above, shall each be construed as independent of any other provision in this Agreement or any other
agreement between Employee and the Company, and the existence of any claim or cause of action by Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants
and restrictions.





 




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Assignment by the Company.
The Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company.
This Agreement shall inure to the benefit of the Company and permitted successors and assigns.


 


No Assignment by Employee.
Employee may not assign this Agreement or any part hereof. Any purported assignment by Employee shall be null and void from the
initial date of purported assignment.


 


Governing Law; Jurisdiction
and Venue; Jury Waiver. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of
Delaware without regard to conflicts-of-law principles. Any action or proceeding by either Party against the other Party, including,
without limitation, to enforce this Agreement or otherwise relating to or arising out of Employee’s employment with the Company
(or the termination thereof), shall be brought only in any state or federal court located in or closest to Broward County, Florida.
The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum
to the maintenance of any such action or proceeding in such venue. Employee and the Company each hereby waive the right to trial
by jury in any such court action or proceeding between them, regardless of the subject matter, including, without limitation, any
action or proceeding based upon, arising out of, or in any way relating to this Agreement and all matters concerning Employee’s
employment (or the termination thereof) with the Company.


 


Entire Agreement.
Unless specifically provided herein, this Agreement contains all the understandings and representations between Employee and the
Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to such subject matter.


 


Modification and Waiver.
No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed
by Employee and by a duly authorized officer of the Company (other than Employee). No waiver by either of the Parties of any breach
by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed
a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure
of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any
portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part
hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court is expressly
authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this
Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding
additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement
of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so
modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions
of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement
shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.





 




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Captions. Captions
and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement
is to be construed by reference to the caption or heading of any section or paragraph.


 


Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Photographic copies, electronically scanned copies and other facsimiles of this Agreement
(including such signed counterparts) may be used in lieu of the originals for any purpose.


 


At-Will Employment; No
Oral Agreements. The Company and Employee acknowledge and agree that this Agreement does not affect the ability of either
party to terminate their employment relationship, which relationship, unless otherwise agreed to in writing signed by an officer
of the Company, may be terminated at any time, for any or no reason. No supervisor, manager or other Company representative has
the authority to make any verbal promises, commitments, or statements of any kind regarding the Company’s policies, procedures
or any other issues that are legally binding on the Company.


 


EMPLOYEE ACKNOWLEDGES THAT HE HAS READ
AND UNDERSTANDS THESE TERMS AND CONDITIONS OF EMPLOYMENT AND AGREES THAT THESE TERMS AND CONDITIONS ARE NECESSARY FOR THE REASONABLE
AND PROPER PROTECTION OF THE COMPANY'S BUSINESS. EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM THAT HE IS ENTITLED
TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS SELECTION PRIOR TO SIGNING, AND HE HAS EITHER DONE SO OR ELECTED TO FOREGO
THAT RIGHT. 


 


[Signature
Page Follows]





 




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IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the Effective Date above.


 


	 	MGO GLOBAL INC. 	 
	 	 	 	 
	 	Signature:	/s/ Maximiliano Ojeda  	 
	 	  	 	 
	 	By: Name: 	Maximiliano Ojeda  	 
	 	 	 	 
	 	Title: 	Chief Executive Officer & Chairman of the Board 
	 	 	 	 
	 	EMPLOYEE:  	 
	 	 	 
	 	Signature: 	/s/ Matt Harward	 
	 	 	 	 
	 	Matt Harward 	 





 




    	 	11	 



     


    




 


EXHIBIT B


 





LIST OF PRIOR INVENTIONS, WORK PRODUCT
AND ORIGINAL WORKS OF AUTHORSHIP 


 


		1.	Bitesize AI, Sandbox Funnels and associated software, technology, methods, documentation, and
instructional content of Unicorn Industries, LLC. This work started in February of 2021 and is ongoing. Furthermore, this work
is directly related the expertise of Executive/Employee and may substantially overlap with work related to the Company. This work
relates to marketing technology and methods to improve performance on algorithm-oriented marketing platforms, including use of
AI (artificial intelligence) and ML (machine learning). It includes proprietary methods, software, and instruction. Unicorn Industries,
LLC may perform marketing services substantially similar to the expertise of the Executive/Employee for clients. Executive/Employee
is a founder and member of the board of Unicorn Industries, LLC, but is not an employee.



 


####





 




    	 	1	 



     


    




 


EXHIBIT C


 


FORM OF RELEASE


GENERAL RELEASE OF CLAIMS


 


Matt Harward, (“Executive”),
for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns,
in exchange for the Severance Benefits, as defined under the Executive Employment Agreement made and entered effective as of the
24th day of October, 2022, by and between MGO Global Inc., a Delaware corporation, (the “Company”) and the Executive
to which this release is attached as Exhibit C to the Employment Agreement (the “Employment Agreement”), does
hereby release and forever discharge the Company, its subsidiaries, affiliated companies, successors and assigns, and its current
or former directors, officers or shareholders in such capacities (collectively with the Company, the “Released Parties”)
from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter,
cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising
under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied
employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the
job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney
of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible
claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal
statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit
plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA
that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact
waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph
1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General
Release of Claims shall not apply to (i) any rights to receive any payments or benefits to which Executive is entitled under COBRA,
the Employment agreement or any other compensation or employee benefit plans in which Executive is eligible to participate at the
time of execution of this General Release of Claims, (ii) any rights or claims that may arise as a result of events occurring after
the date this General Release of Claims is executed, any indemnification and advancement rights Executive may have as a former
employee, officer or director of the Company or its subsidiaries or affiliated companies including, without limitation, any rights
arising pursuant to the articles of incorporation, bylaws and any other organizational documents of the Company or any of its subsidiaries,
(iii) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its
subsidiaries or affiliated companies in accordance with the terms of such policy, and (iv) any rights as a holder of equity securities
of the Company (clauses (i) through (iv), the "Reserved Claims").


 


Executive represents that he has not filed
against the Released Parties any complaints, charges, or lawsuits arising out of his employment, or any other matter arising on
or prior to the date of this General Release of Claims other than Reserved Claims, and covenants and agrees that he will never
individually or with any person file, or commence the filing of any lawsuits, complaints or proceedings with any governmental
agency, or against the Released Parties with respect to any of the matters released by Executive pursuant to paragraph 1 hereof
(a “Proceeding”); provided, however, Executive shall not have relinquished his right to (i) commence
a Proceeding to challenge whether Executive knowingly and voluntarily waived his rights under ADEA; (ii) file a charge with an
administrative agency or take part in any agency investigation or (iii) commence a Proceeding pursuant to the Reserved Claims.
Executive does agree, however, that he is waiving his right to recover any money in connection with such an investigation or charge
filed by him or by any other individual, or a charge filed by the Equal Employment Opportunity Commission or any other federal,
state or local agency, except as prohibited by law.





 







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Executive hereby acknowledges that the
Company has informed him that he has up to twenty-one (21) days to sign this General Release of Claims and he may knowingly and
voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Executive also understands
that he shall have seven (7) days following the date on which he signs this General Release of Claims within which to revoke it
by providing a written notice of his revocation to the Company.


 


Executive acknowledges that this General
Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the laws of Delaware,
without giving effect to any choice of law principles.


 


Executive acknowledges that he has read
this General Release of Claims, that he has been advised that he should consult with an attorney before he executes this general
release of claims, and that he understands all of its terms and executes it voluntarily and with full knowledge of its significance
and the consequences thereof.


 


This General Release of Claims shall take
effect on the eighth day following Executive’s execution of this General Release of Claims unless Executive’s written
revocation is delivered to the Company within seven (7) days after such execution.


 


	 	EXECUTIVE 	 	 
	 	 	 	 
	 	/s/ Matt Harward	 	 
	 	Matt Harward 	 	 


 


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