Exhibit
10.5


 


DIRECTOR
AGREEMENT


 


Dated
as of June 1, 2021


 


This
Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective
Date”), is entered into by and between Hour Loop, Inc., a Delaware corporation (the “Company”), and Douglas Branch
(“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as
the “Parties”.


 


WHEREAS,
the Company has appointed the Director to the Board of Directors of Company (the “Board”) on the Effective Date and now desires
to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company;


 


WHEREAS,
the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance
with the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged. the Parties hereby agree as follows:


 


		1.	Defined
                                            Terms. Wherever the following terms are used in this Agreement, they shall have the meanings
                                            ascribed to them below, unless the context clearly indicates otherwise. Other capitalized
                                            terms in this Agreement are defined in the text hereof.



 


		(a)	“Common
                                            Stock” means the common stock, par value $0.0001 per share, of Company.



 


		(b)	“Person”
                                            means any natural person, corporation, company, partnership (including both general and limited
                                            partnerships), limited liability company, sole proprietorship, association, joint stock company,
                                            firm, trust, trustee, joint venture, unincorporated organization, executor, administrator,
                                            legal representative or other legal entity, including any governmental authority, entity
                                            or instrumentality.



 


		2.	Duties.



 


		(a)	Director
                                            agrees to serve as an Director of the Company and to be available to perform the duties consistent
                                            with such position pursuant to the Certificate of Incorporation and Bylaws of the Company,
                                            and any additional codes, guidelines or policies of the Company that may be effective now
                                            or in the future (collectively, the “Governance Documents”) and the laws of the
                                            state of Delaware. The Company acknowledges that Director currently holds other positions
                                            (“Other Employment”) and agrees that Director may maintain such positions, provided
                                            that such Other Employment shall not materially interfere with Director’s obligations
                                            under this Agreement. Director confirms that Director expects Director will be able to devote
                                            sufficient time and attention to the Company as is necessary to fulfill Director’s
                                            responsibilities as a Director of the Company and that Director expects the Other Employment
                                            will not in any way impact Director’s independence, and if Director determines that
                                            is no longer the case, Director will promptly notify the Company. Such time and attention
                                            shall include, without limitation, participation in telephonic and/or in-person meetings
                                            of the Board; provided, that Director is given reasonable advance notice of such meetings
                                            and they are scheduled at times when Director is available. Director also represents that
                                            the Other Employment shall not materially and unreasonably interfere with Director’s
                                            obligations under this Agreement. Subject to the forgoing, Director will use Director’s
                                            best efforts to promote the interests of Company and its stockholders.



 




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		(b)	Without
                                            limiting the generality of the foregoing, Director confirms that Director is independent
                                            (as such term has been construed under Delaware law with respect to directors of Delaware
                                            corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange).
                                            Director also confirms that, to Director’s knowledge, (a) Director does not possess
                                            material business, close personal relationships or other affiliations, or any history of
                                            any such material business, close personal relationships or other affiliations, with the
                                            Company’s significant equity or debt holders or any of their respective corporate affiliates
                                            that would cause Director to be unable to (i) exercise independent judgment based on the
                                            best interests of the Company or (ii) make decisions and carry out Director’s responsibilities
                                            as a Director of the Company, in each case in accordance with the terms of the Governance
                                            Documents and applicable law, and (b) Director has no existing relationship or affiliation
                                            of any kind with any entity Director knows to be a competitor of the Company.



 


		(c)	By
                                            execution of this Agreement, Director accepts Director’s appointment or election as
                                            an independent Director of the Company, and agrees to serve in such capacity, subject to
                                            the terms of this Agreement, until Director’s successor is duly elected and qualified
                                            or until Director’s earlier death, resignation or removal. The Parties acknowledge
                                            and agree that Director is being engaged to serve as an independent Director of the Company
                                            only and is not being engaged to serve, and shall not serve, the Company in any other capacity.



 


		(d)	Director’s
                                            status during the Term (as defined below) shall be that of an independent contractor and
                                            not, for any purpose, that of an employee or agent with authority to bind the Company in
                                            any respect. All payments and other consideration made or provided to the Director hereunder
                                            shall be made or provided without withholding or deduction of any kind, and the Director
                                            shall assume sole responsibility for discharging all tax or other obligations associated
                                            therewith.



 


		3.	Term.
                                            The term of this Agreement shall continue until the earliest of (a) such time as Director
                                            resigns or is removed in accordance with the Governance Documents, and (b) the death of the
                                            Director (the “Term”).



 


		4.	Compensation.
                                            For all services to be rendered by Director hereunder, and so long as Director remains a
                                            Director of the Company, the Company shall, during the Term, pay to Director the compensation
                                            and reimbursement of expenses as set forth in this Section 4.



 


		(a)	Subject
                                            to the provisions of Section 4(b), at the end of each calendar quarter during the Term, the
                                            Company shall issue and deliver to Director, on the last business day of such calendar quarter,
                                            a number of shares of Common Stock having a fair market value of $3,000 as of such date (the
                                            “Shares”) and the number of Shares to be issued will be calculated by dividing
                                            $3,000 by the VWAP (as defined below) as of the last day of the preceding calendar quarter.
                                            The compensation payable to Director pursuant to this Section 4(a) for any partial calendar
                                            quarter shall be pro-rated. In addition, if at the Company’s request the Director attends
                                            any trade shows, events, or meetings which are independent of Director’s responsibility
                                            hereunder, the Company shall pay Director the sum of $1,000 in cash per full day for such
                                            attendance or $500 in cash for a half day, with travel and preparation time being included
                                            in the determination of the portion of a day spent.



 




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		(b)	Notwithstanding
                                            the provisions of Section 4(a), the Shares issuable with respect to the period from the Effective
                                            Date to December 31, 2021 shall be determined, and shall be issued, on January 3, 2022, based
                                            on the VWAP as determined on December 31, 2021.



 


		(c)	The
                                            Shares issued to Director shall be fully-assessable and shall be free and clear of adverse
                                            claims, encumbrances and other restrictions except for restrictions on transferability imposed
                                            under or by virtue of the U.S. securities laws and any “lock-up” agreement that
                                            Company may require its officers and directors to sign in connection with any financing or
                                            public offering.



 


		(d)	The
                                            Shares issued to Director shall be considered “restricted securities” as defined
                                            in SEC Rule 144 and may not be sold or resold until such time, and to the extent that, such
                                            shares have been included in an effective registration statement filed with the SEC under
                                            Section 5 of the Securities Act or otherwise qualify and may be sold under an exemption from
                                            registration under the Securities Act or under SEC Rule 144.



 


		(e)	During
                                            the Term, Company shall reimburse Director for all reasonable out-of-pocket expenses incurred
                                            by Director in attending any in-person meetings, provided that Director complies with the
                                            generally applicable policies, practices and procedures of the Company for submission of
                                            expense reports, receipts or similar documentation of such expenses. Any reimbursements for
                                            allocated expenses (as compared to out-of-pocket expenses of the Director in excess of $500.00)
                                            must be approved in advance by the Company.



 


		(f)	“VWAP”
                                            means, for any date, the price determined by the first of the following clauses that applies:
                                            (a) if the Common Stock is then listed for trading on the OTC Markets or a United States
                                            national securities exchange (as applicable, the “Trading Market”), the daily
                                            volume weighted average closing price of the Common Stock during the 20 Trading Day (as defined
                                            below) period immediately prior to the calculation date, as reported by Bloomberg L.P. or
                                            other reputable source (based on a trading day from 9:30 a.m. (New York City time) to 4:02
                                            p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading
                                            on a Trading Market, and if prices for the Common Stock are then reported in the “Pink
                                            Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
                                            to its functions of reporting prices), the most recent bid price per share of the Common
                                            Stock so reported, or (c) in all other cases, the fair market value of a share of Common
                                            Stock as is determined in good faith by the Board of the Company, without the involvement
                                            of the Director, after taking into consideration factors it deems appropriate, including,
                                            without limitation, recent sale and offer prices of the capital stock of the Company in private
                                            transactions negotiated at arm’s length. For purposes herein, “Trading Day”
                                            shall mean any day on which the Trading Market is generally open for business and on which
                                            the Common Stock is then traded.



 




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		(g)	If,
                                            at any time prior to the determination of the VWAP, there shall be any merger, consolidation,
                                            or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation,
                                            or other similar event, as a result of which shares of Common Stock shall be changed into
                                            the same or a different number of shares of another class or classes of stock or securities
                                            of the Company or another entity, or in case of any sale or conveyance of all or substantially
                                            all of the assets or more than 50% of the total outstanding shares of the Company other than
                                            in connection with a plan of complete liquidation of the Company, then the Director shall
                                            thereafter have the right to receive, if otherwise applicable hereunder, upon the basis and
                                            upon the terms and conditions specified herein and in lieu of the shares of Common Stock,
                                            such replacement stock, securities or assets, with equitable adjustments being made thereto
                                            with respect to the VWAP, as determined by the Company and the Director, and in the event
                                            that the shares of Common Stock shall be changed into the same or a different number of shares
                                            of another class or classes of stock or securities of the Company or another entity any references
                                            herein to the Common Stock, whether standing alone or as a part of another defined term,
                                            shall be deemed a reference to such replacement stock or securities.



 


		5.	Ownership
                                            & Protection of Company Property.



 


		(a)	Ownership;
                                            Results of Services. Company shall own, and Director hereby assigns and agrees to fully
                                            disclose and convey to Company, all of Director’s right, title and interests, of every
                                            kind and character and in perpetuity, in and to the results of Director’s services
                                            to Company as contemplated hereunder, including all tangible and intangible property, material,
                                            information. ideas, concepts, improvements, discoveries, and inventions, whether patentable
                                            or not, that are conceived, generated, developed, or made by Director, individually or in
                                            conjunction with others, during the period of Director’s services to Company (whether
                                            during business hours or otherwise and whether on Company’s premises or otherwise)
                                            which ) which predominately relate to the Company’s business, technologies, operations,
                                            products or services as opposed to the business, technologies, operations, products or services
                                            of any other entity for which Director is at such time providing services as an officer,
                                            director, employee or contractor, including, subject to such limitation, (1) all rights and
                                            interests of Director in any invention, patent or patent rights, trademark and other intellectual
                                            property, (2) printed or digitally generated or stored files, notes, memoranda, correspondence,
                                            lists, documents and other corporate instruments and records, (3) information relating to
                                            or including any Confidential Information (as defined below), and (4) all writings or materials
                                            of any type, whether printed or in digital format or otherwise, embodying any of the foregoing
                                            property, material or information.



 


		(b)	Work
                                            for Hire; Assignments. The services performed by Director for Company shall constitute
                                            “work for hire” and the results of such services or work shall be owned by Company.
                                            Director agrees to execute and deliver to Company such assignments or other instruments as
                                            Company may require from time to time to evidence Company’s ownership of the results,
                                            work product and proceeds of all such services and work performed by Director hereunder.



 


		(c)	Return
                                            of Company Property. Upon any termination of this Agreement or cessation of Director’s
                                            services to Company, Director shall immediately return to Company all property (including
                                            both tangible and intangible property) that is considered the property of Company, including
                                            keys, records, employee badges, entry cards, records, notes, data, models, memoranda, and
                                            other documents, equipment or information or data (including Confidential Information) that
                                            are in the possession, custody or control of Director (or any person acting with or at the
                                            behest of Director), whether in physical, electronic or digital form, or otherwise, and whether
                                            or not such property was conceived, developed, generated or made by Director or by others.
                                            Under no circumstances shall Director be entitled to replicate or reproduce, or retain copies
                                            of, any of the property of Company following termination, resignation or cessation of Director’s
                                            services to Company as contemplated under this Agreement.



 




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		(d)	Certification.
                                            Director shall, upon any termination, resignation or cessation of Director’s services
                                            to Company, certify to Company in writing that Director has returned to Company all property
                                            of Company as required hereunder and that no copies, replicas or reproductions of any such
                                            property have been retained by Director or by any other Person acting with or at the behest
                                            of Director or to whom or which such materials may have been disclosed or delivered by Director
                                            at any time.



 


		6.	Confidentiality.



 


		(a)	Confidential
                                            Information. Each Party acknowledges and agrees that, as a result of and during the services
                                            provided by Director as a member of the Board, Director will acquire, develop or participate
                                            in developing, or otherwise have access to non-public information, data and other matters
                                            that are considered highly confidential to Company and that are the property of Company or
                                            are licensed by Company from other Persons, including all of the following (collectively,
                                            the “Confidential Information”):



 


		(i)	inventions,
                                            ideas, discoveries, methods and methodologies, processes, products, product designs, technical
                                            information, know-how, copyrights and works of authorship, drawings, schematics, and supplier,
                                            client and customer lists, prices and costs;



 


		(ii)	information
                                            technology, systems, processes, designs, platforms and software, including code, algorithms
                                            and other components of any software



 


		(iii)	studies,
                                            analyses, strategic and tactical plans, marketing plans and surveys, maps, photographs and
                                            other media and image recordings, and point-of-services locations and information



 


		(iv)	corporate,
                                            business, financial, accounting, legal and regulatory information, data and records generated
                                            maintained by or for Company (including drafts, reproductions and copies thereof), including
                                            organizational charts, stockholder lists, meetings, minutes and resolutions, personnel files
                                            and personal privacy data, contracts, agreements, notes, debentures, security instruments,
                                            finance and financing instruments and documents, real and personal property leases, licenses
                                            and other commercial transaction documents and records; and



 


		(v)	information
                                            considered a “trade secret” under the (U.S.) Defend Trade Secrets Act (Pub. L.
                                            No. 114-153, 130 Stat. 376, codified in Title 18, United States Code).



 


		(b)	Material
                                            Non-Public Information. For purposes of this Agreement, and except as provided below,
                                            “Material Non-Public Information” shall mean any information obtained by the
                                            Director hereunder, whether otherwise constituting Confidential Information or not, with
                                            respect to which there is a substantial likelihood that a reasonable investor would consider
                                            such information important or valuable in making any of his, her or its investment decisions
                                            or recommendations to others with respect to the Company or any of its equity securities
                                            or debt, or any derivatives thereof, or information that is reasonably certain to have a
                                            substantial effect on the price of the Company’s securities or debt, or any derivatives
                                            thereof, whether positive or negative.



 




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		(c)	Restrictions.



 


		(i)	During
                                            the Term and for a period of five (5) years thereafter the Director agrees to use the Confidential
                                            Information only for the purpose of fulfilling Director’s obligations hereunder (the
                                            “Purpose”) and shall use reasonable care not to disclose Confidential Information
                                            to any non-affiliated third party, such care to be at least equal to the care exercised by
                                            Director as to Director’s own Confidential Information, which standard of care shall
                                            not be less than the current industry standard in effect as of the date of such receipt.
                                            Director agrees that it shall make disclosure of any such Confidential Information only to
                                            employees (including temporary and leased employees subject to a confidentiality obligation),
                                            officers, directors, attorneys and wholly owned subsidiaries (collectively, “Representatives”),
                                            to whom disclosure is reasonably necessary for the Purpose. Director shall appropriately
                                            notify such Representatives that the disclosure is made in confidence and shall be kept in
                                            confidence in accordance with this Agreement. Director shall be responsible for the failure
                                            of Director’s representatives or agents to comply with the terms of this Agreement.



 


		(ii)	In
                                            addition, Director agrees that, for as long as any information, including Confidential Information,
                                            continues to meet the definition of Confidential Information as set forth herein, Director
                                            shall not (1) buy or sell any securities or derivative securities of or related to the Company,
                                            or any interest therein or (2) undertake any actions or activities that would reasonably
                                            be expected to result in a violation of the Securities Act of 1933, as amended (the “Securities
                                            Act”), or the rules and regulations thereunder, or of the Securities Exchange Act of
                                            1934, as amended (the “Exchange Act”), including, without limitation, Section
                                            10(b) thereunder, or the rules and regulations thereunder, including, without limitation,
                                            Rule 10b-5 promulgated thereunder.



 


		(iii)	Without
                                            the prior consent of the Company, the Director shall not remove any proprietary, copyright,
                                            trade secret or other protective legend from the Confidential Information.



 


		(iv)	Director
                                            acknowledges that the Confidential Information disclosed hereunder may constitute “Technical
                                            Data” and may be subject to the export laws and regulations of the United States. Director
                                            agrees it will not knowingly export, directly or indirectly, any Confidential Information
                                            or any direct product incorporating any Confidential Information, whether or not otherwise
                                            permitted under this Agreement, to any countries, agencies, groups or companies prohibited
                                            by the United States Government unless proper authorization is obtained.



 


		(v)	Nothing
                                            herein shall be construed as granting to Director or Director’s affiliates any right
                                            or license to use or practice any of the information defined herein as Confidential Information
                                            and which is subject to this Agreement as well as any trade secrets, know-how, copyrights,
                                            inventions, patents or other intellectual property rights now or hereafter owned or controlled
                                            by the of the Company. Except as allowed by applicable law, Director shall not use any tradename,
                                            service mark or trademark of the of the Company or refer to the of the Company in any promotional
                                            or sales activity or materials without first obtaining the prior written consent of the Company.



 




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		(d)	Exceptions.
                                            The obligations imposed in this Agreement shall not apply to any information that:



 


		(i)	was
                                            already in the possession of Director at the time of disclosure without restrictions on its
                                            use or is independently developed by Director after the effective date of this Agreement,
                                            provided that the person or persons developing same have not used any information received
                                            from the Company in such development, or is rightfully obtained from a source other than
                                            from the Company;



 


		(ii)	is
                                            in the public domain at the time of disclosure or subsequently becomes available to the general
                                            public through no fault of Director;



 


		(iii)	is
                                            obtained by Director from a third person who is under no obligation of confidence to the
                                            Company;



 


		(iv)	is
                                            disclosed without restriction by the Company; or



 


		(v)	is
                                            disclosed pursuant to the order of a court or administrative body of competent jurisdiction
                                            or a government agency, provided that Director shall notify the Company prior to such disclosure
                                            and shall cooperate with the Company in the event the Company elects to legally contest,
                                            request confidential treatment, or otherwise avoid such disclosure.



 


		(e)	Return
                                            of Confidential Information. Upon termination of this Agreement for any reason or upon
                                            request by the Company made at any time, all Confidential Information, together with any
                                            copies of same as may be authorized herein, shall be returned to the Company, or destroyed
                                            and certified as such by an officer of Director. Director may retain one copy of all written
                                            Confidential Information for Director’s files for reference in the event of a dispute
                                            hereunder.



 


		(f)	Ownership
                                            of Confidential Information. As between the Company and Director, the Confidential Information
                                            and any Derivative thereof (as defined below), whether created by the Company or the Director,
                                            will remain the property of the Company. For purposes of this Agreement, “Derivative”
                                            shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement,
                                            revision or other form in which an existing work may be recast, transformed or adapted, and
                                            which constitutes a derivative work under the Copyright laws of the United States; (ii) for
                                            patentable or patented material, any improvement thereon; and (iii) for material which is
                                            protected by trade secret, any new material derived from such existing trade secret material,
                                            including new material which may be protected by copyright, patent and/or trade secret.



 




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		(g)	Request
                                            for Confidential Information Pursuant to Court or Other Proceeding. If Director is requested
                                            or required (by oral questions, deposition, interrogatories, subpoena, civil investigative
                                            demand or other similar non-criminal process) to disclose any Confidential Information supplied
                                            to Director under this Agreement, the Director will provide the Company with prompt written
                                            notice of such request(s) so that the Company may, at the Company’s option, (a) seek
                                            an appropriate protective order; (b) consult with the Director on the advisability of taking
                                            steps to resist or narrow such request or requirement; or (c) waive in writing the Director’s
                                            compliance with the provisions of this Agreement for the sole purpose of complying with the
                                            request. If, in the absence of a protective order or the receipt of a written waiver hereunder,
                                            the Director is nonetheless, in the reasonable opinion of Director’s counsel, compelled
                                            to disclose Confidential Information to any governmental tribunal or else stand liable for
                                            contempt or suffer other censure or penalty, the Director will cooperate with the Company
                                            at the Company’s expense in any attempt that the Company may make to obtain an order
                                            or other reliable assurance that confidential treatment will be provided by such tribunal
                                            for all or designated portions of such Confidential Information disclosed by the Company.



 


		(h)	No
                                            License. Nothing in this Agreement shall be construed as granting any right or license
                                            to the Director or any other Person, by implication or otherwise, with respect to any Confidential
                                            Information, except for the limited purposes set forth above.



 


		(i)	Notice.
                                            In accordance with the (U.S.) Defend Trade Secrets Act, Company hereby provides to Director
                                            the following notice of immunity protection available thereunder:



 


“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 is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or
investigating a suspected violation of law. 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 is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation
of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant
to court order.”


 


		7.	Director’s
                                            Representations and Warranties. Director represents to the Company that Director’s
                                            execution and performance of this Agreement shall not be in violation of any agreement or
                                            obligation (whether or not written) that Director may have with or to any person or entity,
                                            including without limitation, any prior or current employer. The Director hereby acknowledges
                                            and agrees that this Agreement (and any other agreement or obligation referred to herein)
                                            shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever
                                            against any stockholder of Company or any of any of its affiliate or subsidiary companies
                                            with respect to any matter arising under this Agreement.



 


		8.	Representation
                                            and Warranties of Director Related to the Shares. The representations and warranties
                                            set forth in this Section 8 are made on the Effective Date and thereafter shall be deemed
                                            re-made and re-given by Director to the Company on and as of each date that any Shares are
                                            issued to Director hereunder.



 




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		(a)	Director
                                            is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
                                            D promulgated pursuant to the Securities Act.



 


		(b)	Director
                                            hereby represents that the Shares awarded pursuant to this Agreement are being acquired for
                                            Director’s own account and not for sale or with a view to distribution thereof. Director
                                            acknowledges and agrees that any sale or distribution of shares of Shares may be made only
                                            pursuant to either (a) a registration statement on an appropriate form under the Securities
                                            Act, which registration statement has become effective and is current with regard to the
                                            shares being sold, or (b) a specific exemption from the registration requirements of the
                                            Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance
                                            satisfactory to counsel for the Company, prior to any such sale or distribution.



 


		(c)	Director
                                            has been furnished with all documents and materials relating to the business, finances and
                                            operations of the Company and information that Director requested and deemed material to
                                            making an informed investment decision regarding Director’s acquisition of the Shares.
                                            Director has been afforded the opportunity to review such documents and materials and the
                                            information contained therein. Director has been afforded the opportunity to ask questions
                                            of the Company and its management. Director has sought such accounting, legal and tax advice
                                            as Director has considered necessary to make an informed investment decision with respect
                                            to Director’s investment in the Shares. Director has full power and authority to make
                                            the representations referred to herein, to acquire the Shares and to execute and deliver
                                            this Agreement. Director, either personally, or together with Director’s advisors has
                                            such knowledge and experience in financial and business matters as to be capable of evaluating
                                            the merits and risks of an investment in the Shares, is able to bear the risks of an investment
                                            in the Shares and understands the risks of, and other considerations relating to, a purchase
                                            of the Shares.



 


		(d)	Director
                                            acknowledges and agrees that an investment in the Shares is highly speculative and involves
                                            a high degree of risk of loss of the entire investment in the Company and there is no assurance
                                            that a public market for the Shares will ever develop and that, as a result, Director may
                                            not be able to liquidate Director’s investment in the Shares should a need arise to
                                            do so.



 


		(e)	Director
                                            understands that no United States federal or state agency or any other government or governmental
                                            agency has passed upon or made any recommendation or endorsement of the Shares. Director
                                            understands that until such time as the Shares has been registered under the Securities Act
                                            or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without
                                            any restriction as to the number of securities as of a particular date that can then be immediately
                                            sold, the Shares may bear a customary restrictive legend and a stop-transfer order may be
                                            placed against transfer of the certificates for such Shares.



 


		9.	Governing
                                            Law; Consent to Jurisdiction; Waiver of Jury Trial.



 


		(a)	Governing
                                            Law. This Agreement, including the validity, substance, interpretation and enforcement
                                            thereof, shall be governed in all respects by the laws of the State of Delaware without regard
                                            to its conflicts of laws or choice of laws principles.



 




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		(b)	Consent
                                            to Jurisdiction; Choice of Forum. Company and Director each hereby irrevocably consent
                                            to the jurisdiction of the courts of the State of Washington and the Federal Courts of the
                                            United States, in each case located in King County, Washington for all purposes in connection
                                            with any action, proceeding or dispute that arises out of or relates to this Agreement and
                                            agree that any action or proceeding instituted by either of them under or relating to this
                                            Agreement shall be commenced and prosecuted exclusively and finally in such courts. Notwithstanding
                                            the foregoing, the exclusive forum provision will not apply to suits brought to enforce any
                                            liability or duty created by the Exchange Act or the Securities Act or any claim for which
                                            the federal courts have exclusive or concurrent jurisdiction.



 


		(c)	Waiver
                                            of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
                                            ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN IS LIKELY TO INVOLVE COMPLICATED
                                            AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES
                                            ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR
                                            RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. EACH PARTY CERTIFIES
                                            AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
                                            OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE
                                            EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)
                                            SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
                                            THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
                                            9(c).



 


		10.	Notices.
                                            All notices under this Agreement shall be in writing. Notices may be served by certified
                                            or registered mail, postage paid with return receipt requested; by private courier, prepaid;
                                            by other reliable form of electronic communication; or personally. Mailed notices shall be
                                            deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall
                                            be deemed delivered on the date that the courier warrants that delivery will occur. Electronic
                                            communication notices shall be deemed delivered when receipt is either confirmed by confirming
                                            transmission equipment or acknowledged by the addressee or its office. Personal delivery
                                            shall be effective when accomplished. Any Party may change its address by giving notice,
                                            in writing, stating its new address, to the other Party. Subject to the forgoing, notices
                                            shall be sent as to the Company to its principal executive officers, and to the Director
                                            at the address of record for the Director in the books and records of the Company.



 


		11.	General
                                            Provisions.



 


		(a)	Amendment,
                                            Waiver & Termination. No amendment, modification, supplement, termination or cancellation
                                            of this Agreement shall be effective unless it is in writing and signed by each Party. No
                                            waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute
                                            a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute
                                            a continuing waiver.



 




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		(b)	Remedies.
                                            Each Party agrees that the obligations contained in this Agreement are necessary and reasonable
                                            in order to protect the Confidential Information and the other agreements of the Parties
                                            as set forth herein, and acknowledges that any breach by a Party of the terms hereunder will
                                            result in irreparable and continuing damages to the other Party for which there will be no
                                            adequate remedy at law. Accordingly, each Party agrees that, in addition to any other remedies
                                            available at law, each Party shall be entitled to obtain an injunction or other equitable
                                            relief, including, without limitation, specific performance, without proof of actual damages
                                            or exhausting other remedies, in addition to all other remedies available to the Parties
                                            at law or in equity, against a threatened or continuing breach of this Agreement by the Director
                                            without the necessity of proving actual damages.



 


		(c)	Integration;
                                            Entirety. This Agreement sets forth the entire understanding between the Parties and
                                            supersedes and merges all previous written and oral negotiations, commitments, understandings
                                            and agreements relating to the subject matter hereof between the Parties.



 


		(d)	Severability.
                                            In the event that any provision contained in this Agreement (including any provision within
                                            a single section, paragraph or sentence) is held by a court of competent jurisdiction to
                                            be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable
                                            to the fullest extent permitted by law. In connection therewith, and to the fullest extent
                                            possible, the provisions of this Agreement (including each portion of this Agreement containing
                                            any provision held to be invalid, void or otherwise unenforceable that is not itself invalid,
                                            void or unenforceable) shall be construed so as to give effect to the intent manifested by
                                            the Parties in the provision held invalid, illegal or unenforceable.



 


		(e)	Assignment.
                                            Neither Party may assign this Agreement without the prior written consent of the other.



 


		(f)	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                            to be an original, but all of which shall constitute the same agreement. The Parties’
                                            exchange and delivery of this Agreement and of signature pages by facsimile transmission,
                                            portable document format (.pdf) or other electronic format shall be deemed to be their original
                                            signatures for all purposes.



 


[Signatures
appear on following page]


 




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


 


	 	Hour
    Loop, Inc.
	 	 	 
	 	By:	 /s/
    Sam Lai 
	 	Name:	Sam
    Lai
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Douglas
    Branch
	 	 	 
	 	By:	 /s/
    Douglas Branch  
	 	Name:	Douglas
    Branch 


 




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