Exhibit 10.6


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT AGREEMENT
(the “Agreement”) is made and entered effective as of the 13th day of October 2022 (the “Effective Date”),
by and between MGO Global Inc., a Delaware corporation (the “Company”), and Matt Harward (the “Executive”).


 


WITNESSETH:


 


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, as well as an executive member of the Board;


 


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.”



 


		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. In addition, as of the Effective Date, the Executive shall retain his appointment as an executive
member of the Board and the Company shall use commercially reasonable efforts to cause Executive to be reelected as a member of the Board
while employed hereunder.



 




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		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.



 


		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.



 




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		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 the per share closing price of the Company’s
                                                                common stock on the date of grant. 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, director, employee and member of the boards of directors (and any committee thereof) of the Board, if applicable.
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 13, 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. 


 




    	 	3 	 



     


    




 


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. 


 




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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. 


 


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. 


 




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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 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. 


 




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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. 


 


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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Successors and Assigns.


 


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. 


 




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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. 


 


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]


 




    	 	10 	 



     


    




 


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 13th 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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