Exhibit 10.7


 


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 MAXIMILIANO OJEDA (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 July 19, 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 13, 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 Executive Officer of the Company and thus the 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.”



 




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		b.	Position and Duties. Executive (i) shall serve as the Chief Executive Officer of the Company
with responsibilities, duties and authority customary for such position, subject to direction by the Board; (ii) shall report directly
to the Board; (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 reflected as a member of the Board while employed hereunder.



 


		c.	Place of Employment Executive shall perform the services required by this Agreement at the
Company’s executive offices in Fort Lauderdale, Florida. In addition, the Company may from time to time require Executive to travel
temporarily to other locations on the Company’s business.



 


		2.	Compensation and Related Matters.



 


		a.	Annual Base Salary. Executive shall receive a base salary at the rate of $180,000 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 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 300,000 shares of the Company’s common stock as follows: 100,000 shares on the date
                                            the Company commences trading on a national exchange; 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 (toe 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 after,
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 B (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.



 




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		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.



 


		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.



 




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		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 either:
                                         (1) relate, at the time that the invention is conceived or reduced to practice, to the
                                         Business of Company or to actual or demonstrably anticipated research or development
                                         of the Company; or (2) 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, 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.



 


		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 tori 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.



 




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		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.


 


		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


 


347-913-3316


 


		(ii)	If to Executive, at the address set forth on the signature page
hereto.



 


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



 




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		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 Change in Control and
Severance Agreement and 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.



 


		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 my 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.



 




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		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.


 


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


 


	 	MGO GLOBAL INC.
	 	 
	 	By:	/s/ Julian Groves
	 	 
	 	Name: Julian Groves, Chief Operating Officer and Director
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	By:	/s/ Maximiliano Ojeda
	 	 
	 	Name: Maximiliano Ojeda
	 	 
	 	Address: 1515 SE 17th Street Suite 121/#460596
	 	 
	 	Fort Lauderdale, Florida 33345


 




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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 MAXIMILIANO OJEDA (“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:


 


		1.	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 otter 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 bang placed at an unfair competitive disadvantage and cause the Company serious and irreparable harm to its business.



 


		2.	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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		2.1.	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.



 


		2.2.	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.



 


		2.3.	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	 



     


    

  


		2.4.	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.”






 


		2.5.	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.



 


		2.6.	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.



 


		3.	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 premium fashion products,
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	 



     


    

  


		3.1.	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.



 


		4.	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 design, manufacture and sale of premium fashion products.



 


		5.	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 premium fashion products, 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.



 


		6.	Proprietary Rights.



 


		6.1.	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, that 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 and
                                            relating in any way to the business or contemplated business, research or development 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 till 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



 




    	 	4	 



     


    

  


For purposes of his 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.


 


		6.2.	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 lime 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 hereof to Company
or its designee.



 


		6.3.	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 herein, including the right to sue, counterclaim
                                            and recover for all past, present and future infringement, misappropriation or dilution hereof,
                                            and all rights corresponding hereto throughout the world. Nothing contained in his 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.



 


		6.4.	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 he 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 he 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 he Work Product to the Company and further the transfer, issuance,
                                            prosecution and maintenance of all Intellectual Property Rights herein, to the full extent
                                            permitted by law, if Employee does not promptly cooperate with the Company’s request
                                            (without limiting the rights he 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.



 




    	 	5	 



     


    

  


		6.5.	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.



 


		6.6.	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.



 


		6.7.	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.



 


		6.8.	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 (with the full right to sublicense) to make, have made; modify, use and
                                            sell 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.



 


		6.9.	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.



 


		6.10.	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.



 


		7.	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



 




    	 	6	 



     


    

  


		7.1.	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.



 


		7.2.	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.



 


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



 


		7.4.	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.



 


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



 


		8.	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.



 




    	 	7	 



     


    

  


		8.1.	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 hose hat constitute or contain any Confidential
                                            Information or Work Product, hat 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 hat
                                            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.



 


		9.	Non-disparagement. Employee agrees and covenants hat 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 he foregoing,
his 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.



 


		10.	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



 


		11.	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.



 




    	 	8	 



     


    

  


		12.	Successors and Assigns.



 


		12.1.	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.



 


		12.2.	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.



 


		13.	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.



 


		14.	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.



 


		15.	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.



 




    	 	9	 



     


    

  


		16.	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.



 


		17.	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.



 


		18.	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.



 


		19.	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.


 




    	 	10	 



     


    

  


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


 


 


	 	MGO GLOBAL INC.
	 	 
	 	Signature:	/s/ Julian Groves
	 	 
	 	By: Name: Julian Groves 
	 	 
	 	Title: Chief Operating Officer and Director
	 	 
	 	EMPLOYEE:
	 	 
	 	Signature:	/s/ Maximiliano Ojeda
	 	 
	 	Maximiliano Ojeda


 




    	 	11	 



     


    

  


EXHIBIT B


 


LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS
OF AUTHORSHIP


 


	Title	 	Date	 	Identifying Number or Brief Description


 


####


 




    	 	1	 



     


    

  


EXHIBIT C


 


FORM OF RELEASE

GENERAL RELEASE OF CLAIMS


 


		1.	Maximiliano Ojeda, (“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 19th day
                                            of July 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, or use 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
                                            there lease 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”).



 


		2.	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 Clair as. 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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		3.	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.



 


		4.	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 Florida, without giving effect to any choke of law principles.



 


		5.	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
	 	 
	 	 
	 	Maximiliano Ojeda


 


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