Exhibit 10.2


 


Executive
Employment Agreement


 


(Sau
Kuen Yu)


 


Dated
as of May 27, 2021


 


This
Executive Employment Agreement (the “Agreement”) dated 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 Sau Kuen Yu (the “Executive”).
The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.


 


WHEREAS,
the Company desires to employ the Executive as the Senior Vice President of the Company and the Executive desires to serve in such capacities
on behalf of the Company, in each case subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:


 


		1.	Employment.



 


		(a)	Term.
                                            The term of this Agreement (the “Initial Term”) shall begin as of the Effective
                                            Date and shall end on the earlier of (i) the third (3rd) anniversary of the Effective
                                            Date and (ii) the time of the termination of the Executive’s employment in accordance
                                            with Section 2(g)(i). The Initial Term and any Renewal Term (as defined below) shall automatically
                                            be extended for one or more additional terms of one (1) year each (each a “Renewal
                                            Term” and together with the Initial Term, the “Term”), unless either the
                                            Company or Executive provides notice to the other Party of their desire to not so renew the
                                            Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration
                                            of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment
                                            with the Company shall be “at will,” meaning that either Executive or the Company
                                            may terminate Executive’s employment at any time and for any reason, subject to Section
                                            3. Any contrary representations that may have been made to Executive are superseded by this
                                            Agreement.



 


		(b)	Duties.
                                            The Company hereby appoints Executive, and Executive shall serve, as the Senior Vice President
                                            of the Company and shall report to the Chief Executive Officer of the Company and such other
                                            persons as determined by the Chief Executive Officer (as applicable, “Supervisor”).
                                            The Executive shall have such duties and responsibilities as are consistent with Executive’s
                                            position with the Company. In addition, the Executive shall perform all other duties and
                                            accept all other responsibilities incident to such position as may reasonably assigned to
                                            Executive by Supervisor.



 


		2.	Compensation
                                            and Other Benefits. As compensation for the services to be rendered hereunder, during
                                            the Term the Company shall pay to the Executive the salary and bonuses, and shall provide
                                            the benefits, as set forth in this Section 2.



 




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		(a)	Base
                                            Salary. The Company shall pay to the Executive an annual base salary of $450,000 (the
                                            “Base Salary”), payable as set forth herein, commencing on the Effective Date.
                                            The Base Salary may be subject to annual adjustments, as determined in the discretion of
                                            the Board of Directors of the Company (the “Board”). The Base Salary shall be
                                            paid in accordance with the Company’s standard payroll processes.



 


		(b)	Share
                                            Grants.



 


		(i)	Subject
                                            to the provisions of Section 2(b)(ii), at the end of each calendar quarter during the Term,
                                            the Company shall issue and deliver to Executive, on the last business day of such calendar
                                            quarter, a number of shares of common stock, par value $0.0001 per share, of the Company
                                            (the “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 Executive pursuant to this Section 2(b)(i) for any partial calendar
                                            quarter shall be pro-rated.



 


		(ii)	Notwithstanding
                                            the provisions of Section 2(b)(i), 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.



 


		(iii)	The
                                            Shares issued to Executive 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.



 


		(iv)	The
                                            Shares issued to Executive 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 of 1933, as amended (the “Securities Act”) or
                                            otherwise qualify and may be sold under an exemption from registration under the Securities
                                            Act or under SEC Rule 144.



 




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		(v)	“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 Executive if Executive is then serving on the Board, 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.



 


		(vi)	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 Executive 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 Executive, 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.



 


		(c)	Potential
                                            Option Grant.



 


		(i)	On
                                            the last business day prior to the commencement of the Company’s first firm-commitment
                                            underwritten initial public offering of Common Stock pursuant to a registration statement
                                            filed under the Securities Act of 1933, as amended (the “Securities Act”) occurring
                                            after the Effective Date (the “IPO”), with such commencement date to be determined
                                            by the Board, and subject to this Agreement and the Term not having expired or having been
                                            earlier terminated as of such time, the Company shall issue to Executive an option (the “Option”)
                                            to acquire 25,000 shares of Common Stock pursuant to an option agreement in form and substance
                                            as agreed to by the Company and Executive (the “Option Agreement”), which is
                                            expected to be issued pursuant to the Company’s 2021 Equity Incentive Plan, or any
                                            replacement thereof. If the Option is issued, the Option Agreement shall provide that the
                                            options will vest in four equal annual installments, subject to earlier acceleration and
                                            forfeiture as set forth herein and in the Option Agreement, and that the exercise price per
                                            share will be equal to the offering price per share of Common Stock in the IPO, but, for
                                            the avoidance of doubt, such shares of Common Stock shall be unregistered shares of Common
                                            Stock. The determination of the timing, terms and conditions of the IPO, and whether to undertake
                                            an IPO, shall be subject to the determination of the Board in its sole discretion and Executive
                                            acknowledges that the Company shall not be obligated to undertake the IPO.



 




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		(ii)	The
                                            shares of Common Stock issued upon exercise of the Option 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.



 


		(d)	Events.
                                            If at the Company’s request the Executive attends any trade shows, events, or meetings
                                            which are independent of Executive’s responsibility hereunder, the Company shall pay
                                            Executive 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.



 


		(e)	Bonuses.
                                            Subject to this Agreement, the Term and Executive’s employment by the Company being
                                            in effect as of the applicable date of the accruing of bonuses as set forth below, the Company
                                            shall pay to Executive bonuses as follows:



 


		(i)	On
                                            December 31, 2021, Executive shall be entitled to receive a guaranteed bonus of $50,000.



 


		(ii)	On
                                            December 31, 2022, Executive shall be entitled to receive a guaranteed bonus of $100,000.



 


		(iii)	If,
                                            in the Company’s 2021 fiscal year, (1) Executive successfully launches the Company’s
                                            Vendor Acquisition Team, as determined by the Board, Executive shall be entitled to receive
                                            a bonus of 50% of the Base Salary as in effect as of the last business day of the 2021 fiscal
                                            year; and (2) Executive acquires 50 or more new vendors for the Company, as determined by
                                            the Board, Executive shall be entitled to receive a bonus of 50% of the Base Salary as in
                                            effect as of the last business day of the 2021 fiscal year.



 


		(iv)	For
                                            fiscal years following the Company’s 2021 fiscal year, the bonus targets future bonus
                                            plans shall be determined by the Board and communicated to Executive, and shall be memorialized
                                            in writing by an addendum to this Agreement executed by Executive and an authorized officer
                                            of the Company.



 


		(v)	In
                                            addition to the bonuses as set forth herein, the Executive shall be entitled to be paid discretionary
                                            annual bonuses as determined by the Board.



 




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		(f)	Equity
                                            Grants. In addition to the Shares to be granted pursuant to Section 2(b) and the Option,
                                            if applicable, pursuant to Section 2(c), the Executive shall be entitled to receive grants
                                            of Common Stock or options, warrants or other rights to receive Common Stock or other equity
                                            securities of the Company in amounts and form as determined by the Board.



 


		(g)	Fringe
                                            Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent
                                            with the practices of the Company, and to the extent the Company provides similar benefits
                                            to the Company’s executive officers. In addition to such fringe benefits, the Company
                                            will also provide the following fringe benefits to the Executive:



 


		(i)	Business
                                            Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary
                                            out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection
                                            with the performance of Executive’s duties hereunder and in accordance with the Company’s
                                            expense reimbursement policies and procedures.



 


		(ii)	Vacation.
                                            During the Term, the Executive shall be entitled to a number of vacation days as generally
                                            provided to other executive officers of the Company from time to time.



 


		(iii)	Health/Life/Disability
                                            Insurance. During the Term, the Executive and Executive’s spouse and legal dependents,
                                            if any, shall be entitled to participate equally in the health, dental and other benefit
                                            plans, which are available to senior managers of the Company.



 


		3.	Termination.



 


		(a)	Definition
                                            of Cause. For purposes hereof, “Cause” shall mean:



 


		(i)	a
                                            violation of any material written rule or policy of the Company for which violation any employee
                                            may be terminated pursuant to the written policies of the Company reasonably applicable to
                                            an executive employee;



 


		(ii)	misconduct
                                            by the Executive to the material detriment of the Company;



 


		(iii)	the
                                            Executive’s conviction (by a court of competent jurisdiction, not subject to further
                                            appeal) of, or pleading guilty to, a felony;



 


		(iv)	the
                                            Executive’s gross negligence in the performance of Executive’s duties and responsibilities
                                            to the Company as described in this Agreement; or



 


		(v)	the
                                            Executive’s material failure to perform Executive’s duties and responsibilities
                                            to the Company as described in this Agreement (other than any such failure resulting from
                                            the Executive’s incapacity due to physical or mental illness or any such failure subsequent
                                            to the Executive being delivered a notice of termination without Cause by the Company or
                                            delivering a notice of termination for Good Reason to the Company), in either case after
                                            written notice from Supervisor to the Executive of the specific nature of such material failure
                                            and the Executive’s failure to cure such material failure within 10 days following
                                            receipt of such notice.



 




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		(b)	Definition
                                            of Good Reason. For purposes hereof, “Good Reason” shall mean:



 


		(i)	a
                                            material diminution by the Company of compensation and benefits (taken as a whole) provided
                                            to the Executive;



 


		(ii)	a
                                            reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board
                                            reduction in salaries of management personnel;



 


		(iii)	the
                                            relocation of the Executive’s principal executive office to a location more than 50
                                            miles further from the Executive’s principal executive office immediately prior to
                                            such relocation; or



 


		(iv)	a
                                            material breach by the Company of any of the terms and conditions of this Agreement which
                                            the Company fails to correct within 10 days after the Company receives written notice from
                                            Executive of such violation.



 


		(c)	Termination
                                            by the Company. The Company may terminate the Term and Executive’s employment hereunder
                                            at any time, with or without Cause, which shall be determined by the Supervisor, subject
                                            to the terms and conditions herein.



 


		(i)	For
                                            Cause. In the event that the Company terminates the Term or Executive’s employment
                                            hereunder with Cause, then in such event, subject to Section 3(f), (1) the Company shall
                                            pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed
                                            expenses, pursuant to the terms of Section 2(g)(i), incurred by the Executive in each case
                                            through the termination date, and shall issue to Executive the Shares as accrued through
                                            such termination date pursuant to the provisions of Section 2(b), and each of which shall
                                            be paid or issued, as applicable, within 10 days following the termination date; (2) any
                                            unvested portion of any equity granted to Executive hereunder as set forth in Section 2(c),
                                            Section 2(f) or under any other agreements with the Company (collectively, the “Equity
                                            Grants”) shall immediately be forfeited as of the termination date without any further
                                            action of the Parties; and (3) all of the Parties’ rights and obligations hereunder
                                            shall thereafter cease, other than such rights or obligations which arose prior to the termination
                                            date or in connection with such termination, and subject to Section 15.



 




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		(ii)	Without
                                            Cause. In the event that the Company terminates the Term or Executive’s employment
                                            hereunder without Cause, then in such event, subject to Section 3(f), (1) the Company shall
                                            pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed
                                            expenses, pursuant to the terms of Section 2(g)(i), incurred by the Executive in each case
                                            through the termination date, and shall issue to Executive the Shares as accrued through
                                            such termination date pursuant to the provisions of Section 2(b), and each of which shall
                                            be paid or issued, as applicable, within 10 days following the termination date; (2) the
                                            Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that
                                            would have been paid to Executive for the remainder of the Initial Term (if such termination
                                            occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal
                                            Term), as applicable, which shall be paid within 10 days following the termination date;
                                            (3) any Equity Grant already made to Executive shall, to the extent not already vested, be
                                            deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder
                                            shall thereafter cease, other than such rights or obligations which arose prior to the termination
                                            date or in connection with such termination, and subject to Section 15.



 


		(d)	Termination
                                            by the Executive. The Executive may terminate the Term and resign from Executive’s
                                            employment hereunder at any time, with or without Good Reason.



 


		(i)	With
                                            Good Reason. In the event that Executive terminates the Term or resigns from Executive’s
                                            employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and
                                            Executive shall, subject to Section 3(f), be entitled to such benefits (including without
                                            limitation any vesting of unvested shares under any Equity Grant), that would have been payable
                                            to Executive or which Executive would have received had the Term and Executive’s employment
                                            been terminated by the Company without Cause pursuant to Section 3(c)(ii).



 


		(ii)	Without
                                            Good Reason. In the event that Executive terminates the Term or resigns from Executive’s
                                            employment hereunder without Good Reason, the Company shall pay to Executive the amounts,
                                            and Executive shall be entitled, subject to Section 3(f), to such benefits (including without
                                            limitation any vesting of unvested shares under any Equity Grant), that would have been payable
                                            to Executive or which Executive would have received had the Term and Executive’s employment
                                            been terminated by the Company with Cause pursuant to Section 3(c)(i).



 


		(e)	Termination
                                            by Death or Disability. In the event of the Executive’s death or total disability
                                            (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during
                                            the Term, the Term and Executive’s employment shall terminate on the date of death
                                            or total disability. In the event of such termination, the Company shall pay to the Executive
                                            (or the Executive’s estate) (1) any unpaid Base Salary and benefits then owed or accrued,
                                            and any unreimbursed expenses, pursuant to the terms of Section 2(g)(i), incurred by the
                                            Executive in each case through the date of such death or total disability, (2) accrued but
                                            unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus
                                            for the year of termination based on the Executive’s target bonus for such year and
                                            the portion of such year in which the Executive was employed; (3) any unvested portion of
                                            any Equity Grants shall immediately be forfeited as of the termination date without any further
                                            action of the Parties; and (4) all of the Parties’ rights and obligations hereunder
                                            shall thereafter cease, other than such rights or obligations which arose prior to the termination
                                            date or in connection with such termination, and subject to Section 15.



 




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		(f)	Conflict.
                                            In the event of a conflict between the terms and conditions herein and those in any other
                                            agreement or contract between the Company and the Executive with respect to any Equity Grants
                                            granted to Executive, the terms and conditions of such other agreement or contract shall
                                            control.



 


		4.	Payments.



 


		(a)	Anything
                                            in this Agreement to the contrary notwithstanding, if it is determined that any payment or
                                            benefit provided to the Executive under this Agreement or otherwise (a “Payment”),
                                            whether or not in connection with a Change of Control (as defined below), would constitute
                                            an “excess parachute payment” within the meaning of section 280G of the Internal
                                            Revenue Code of 1986, as amended (the “Code”), such that the Payment would be
                                            subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the
                                            Company shall pay to the Executive an additional amount (the “Gross-Up Payment”)
                                            such that the net amount of the Gross-Up Payment retained by the Executive after the payment
                                            of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up
                                            Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties
                                            in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment,
                                            Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal
                                            rate of federal income and employment taxation in the calendar year in which the Gross-Up
                                            Payment is to be made and state and local income taxes at the highest marginal rate of taxation
                                            in the state and locality of Executive’s residence (or, if greater, the state and locality
                                            in which Executive is required to file a nonresident income tax return with respect to the
                                            Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum
                                            reduction in federal income taxes that may be obtained from the deduction of such state and
                                            local taxes.



 


		(b)	All
                                            determinations made pursuant to Section 4(a) shall be made by the Company which shall provide
                                            its determination and any supporting calculations (the “Determination”) to the
                                            Executive within thirty days of the date of the Executive’s termination or any other
                                            date selected by the Executive or the Company. Within ten calendar days of the delivery of
                                            the Determination to the Executive, the Executive shall have the right to dispute the Determination
                                            (the “Dispute”). The existence of any Dispute shall not in any way affect the
                                            Executive’s right to receive the Gross-Up Payments in accordance with the Determination.
                                            If there is no dispute, the Determination by the Company shall be final, binding and conclusive
                                            upon the Executive, subject to the application of Section 4(c). Within ten days after the
                                            Company’s determination, the Company shall pay to the Executive the Gross-Up Payment,
                                            if any. If the Company determines that no Excise Tax is payable by the Executive, it will,
                                            at the same time as it makes such Determination, furnish Executive with an opinion that the
                                            Executive has substantial authority not to report any Excise Tax on Executive’s federal,
                                            state, local income or other tax return. The Company agrees to indemnify and hold harmless
                                            the Executive of and from any and all claims, damages and expenses resulting from or relating
                                            to its determinations pursuant to this Section 4(b), except for claims, damages or expenses
                                            resulting from the gross negligence or willful misconduct of the Company.



 




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		(c)	As
                                            a result of the uncertainty in the application of sections 4999 and 280G of the Code, it
                                            is possible that the Gross-Up Payments either will have been made which should not have been
                                            made, or will not have been made which should have been made, by the Company (an “Excess
                                            Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is
                                            established pursuant to (A) a final determination of a court for which all appeals have been
                                            taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue
                                            Service (the “IRS”) proceeding which has been finally and conclusively resolved,
                                            that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed
                                            for all purposes to be a loan to the Executive made on the date the Executive received the
                                            Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the
                                            Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment
                                            or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if
                                            the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess
                                            Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d)
                                            of the Code) compounded semi-annually for any period during which the Executive held such
                                            Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect
                                            of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment
                                            occurs as determined under one or more of the following circumstances: (I) such determination
                                            is made by the Company (which shall include the position taken by the Company, together with
                                            its consolidated group, on its federal income tax return) or is made by the IRS, (II) such
                                            determination is made by a court, or (III) such determination is made upon the resolution
                                            to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount
                                            equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination
                                            or resolution, together with interest on such amount at 120% of the applicable federal rate
                                            compounded semi-annually from the date such amount should have been paid to the Executive
                                            pursuant to the terms of this Agreement or otherwise, but for the operation of this Section
                                            4(c), until the date of payment.



 


		(d)	A
                                            “Change of Control” shall be deemed to have occurred if, after the Effective
                                            Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange
                                            Act of 1934, as amended (the “Exchange Act”)) of securities representing more
                                            than 50% of the combined voting power of the Company is acquired by any “person”
                                            as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary
                                            of the Company, or any trustee or other fiduciary holding securities under an employee benefit
                                            plan of the Company), (ii) the merger or consolidation of the Company with or into another
                                            corporation where the shareholders of the Company, immediately prior to the consolidation
                                            or merger, would not, immediately after the consolidation or merger, beneficially own (as
                                            such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
                                            representing in the aggregate 50% or more of the combined voting power of the securities
                                            of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate
                                            parent corporation, if any) in substantially the same proportion as their ownership of the
                                            Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition
                                            of all or substantially all of the Company’s assets to an entity, other than a sale
                                            or disposition by the Company of all or substantially all of the Company’s assets to
                                            an entity, at least 50% of the combined voting power of the voting securities of which are
                                            owned directly or indirectly by shareholders of the Company, immediately prior to the sale
                                            or disposition, in substantially the same proportion as their ownership of the Company immediately
                                            prior to such sale or disposition.



 




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		5.	Post-Termination
                                            Assistance. Upon the Executive’s termination of employment with the Company, the
                                            Executive agrees to fully cooperate in all matters relating to the winding up or pending
                                            work on behalf of the Company and the orderly transfer of work to other employees of the
                                            Company following any termination of the Executives’ employment. The Executive further
                                            agrees that Executive will provide, upon reasonable notice, such information and assistance
                                            to the Company as may reasonably be requested by the Company in connection with any audit,
                                            governmental investigation, litigation, or other dispute in which the Company is or may become
                                            a party and as to which the Executive has knowledge; provided, however, that (i) the Company
                                            agrees to reimburse the Executive for any related out-of-pocket expenses, including travel
                                            expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s
                                            then current employment.



 


		6.	No
                                            Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment
                                            or take any other action by way of mitigation of the amounts payable to the Executive under
                                            any of the provisions of this Agreement and such amounts shall not be reduced, regardless
                                            of whether the Executive obtains other employment. The Company’s obligation to make
                                            the payments provided for in this Agreement and otherwise to perform its obligations hereunder
                                            shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim,
                                            recoupment, defense or other right which the Company may have against the Executive or others;
                                            provided, however, the Company shall have the right to offset the amount of any funds loaned
                                            or advanced to the Executive and not repaid against any severance obligations the Company
                                            may have to the Executive hereunder.



 


		7.	Confidentiality



 


		(a)	Definition.
                                            For purposes of this Agreement, “Confidential Information” shall mean all
                                            Company Work Product (as hereinafter defined) and all non-public written, electronic, and
                                            oral information or materials of Company communicated to or otherwise obtained by Executive
                                            in connection with this Agreement, which is related to the products, business and activities
                                            of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers,
                                            clients, suppliers, and other entities with which such party does business, including: (i)
                                            all costing, pricing, technology, software, documentation, research, techniques, procedures,
                                            processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual
                                            property and all other proprietary information of Company; (ii) the terms of this Agreement;
                                            and (iii) any other information identified as confidential in writing by Company. Confidential
                                            Information shall not include information that: (a) was lawfully known by Executive without
                                            an obligation of confidentiality before its receipt from Company; (b) is independently developed
                                            by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly
                                            available without a breach by Executive of this Agreement; or (d) is disclosed to Executive
                                            by a third party which is not required to maintain its confidentiality. An “Affiliate”
                                            of a Party shall mean any entity directly or indirectly controlling, controlled by, or under
                                            common control with, such Party at any time during the Term for so long as such control exists.



 




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		(b)	Company
                                            Ownership. Company shall retain all right, title, and interest to the Confidential Information,
                                            including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets
                                            and other intellectual property rights inherent therein and appurtenant thereto. Subject
                                            to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,
                                            non-transferable, license during the Term to use any Confidential Information solely to the
                                            extent that such Confidential Information is necessary for the performance of Executive’s
                                            duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire
                                            any proprietary rights whatsoever in Confidential Information, which shall be the sole and
                                            exclusive property and confidential information of Company. No identifying marks, copyright
                                            or proprietary right notices may be deleted from any copy of Confidential Information. Nothing
                                            contained herein shall be construed to limit the rights of Company from performing similar
                                            services for, or delivering the same or similar deliverable to, third parties using the Confidential
                                            Information and/or using the same personnel to provide any such services or deliverables.



 


		(c)	Confidentiality
                                            Obligations. Executive agrees to hold the Confidential Information in confidence and
                                            not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose
                                            such Confidential Information to any person or entity or to use the Confidential Information
                                            for any purposes whatsoever, without the express written permission of Company, other than
                                            disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors
                                            and agents on a “need-to-know” basis as reasonably required for the performance
                                            of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall
                                            be responsible to Company for any violation of this Section 7 by Executive’s employees,
                                            subcontractors, and agents. Executive shall maintain the Confidential Information with the
                                            same degree of care, but no less than a reasonable degree of care, as Executive employs concerning
                                            its own information of like kind and character.



 


		(d)	Required
                                            Disclosure. If Executive is requested to disclose any of the Confidential Information
                                            as part of an administrative or judicial proceeding, Executive shall, to the extent permitted
                                            by applicable law, promptly notify Company of that request and cooperate with Company, at
                                            Company’s expense, in seeking a protective order or similar confidential treatment
                                            for the Confidential Information. If no protective order or other confidential treatment
                                            is obtained, Executive shall disclose only that portion of Confidential Information which
                                            is legally required and will exercise all reasonable efforts to obtain reliable assurances
                                            that confidential treatment will be accorded the Confidential Information which is required
                                            to be disclosed.



 




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		(e)	Enforcement.
                                            Executive acknowledges that the Confidential Information is unique and valuable, and
                                            that remedies at law will be inadequate to protect Company from any actual or threatened
                                            breach of this Section 7 by Executive and that any such breach would cause irreparable and
                                            continuing injury to Company. Therefore, Executive agrees that Company shall be entitled
                                            to seek equitable relief with respect to the enforcement of this Section 7 without any requirement
                                            to post a bond, including, without limitation, injunction and specific performance, without
                                            proof of actual damages or exhausting other remedies, in addition to all other remedies available
                                            to Company at law or in equity. For greater clarity, in the event of a breach or threatened
                                            breach by Executive of any of the provisions of this Section 7, in addition to and not in
                                            limitation of any other rights, remedies or damages available at law or in equity, Company
                                            shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain
                                            any such breach or threatened breach by Executive, and Executive agrees that an interim injunction
                                            may be granted against Executive immediately on the commencement of any action, claim, suit
                                            or proceeding by Company to enforce the provisions of this Section 7, and Executive further
                                            irrevocably consents to the granting of any such interim or permanent injunction or any like
                                            remedy. If any action at law or in equity is necessary to enforce the terms of this Section
                                            7, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal
                                            fees and expenses on a substantial indemnity basis.



 


		(f)	Related
                                            Duties. Executive shall: (i) promptly deliver to Company upon Company’s request
                                            all materials in Executive’s possession which contain Confidential Information; (ii)
                                            use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;
                                            (iii) notify Company in writing immediately upon discovery of any such unauthorized use or
                                            disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential
                                            Information and to prevent further unauthorized use and disclosure thereof. 



 


		(g)	Legal
                                            Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive
                                            may disclose confidential information as may be expressly required by law, governmental rule,
                                            regulation, executive order, court order, or in connection with a dispute between the Parties;
                                            provided that prior to making any such disclosure, subject to applicable law, Executive shall
                                            use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior
                                            written notice setting forth with specificity the reason(s) for such disclosure, supporting
                                            documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope
                                            and duration of such disclosure to the strictest possible extent.



 


		(h)	Limitation.
                                            Except as specifically set forth herein, no licenses or rights under any patent, copyright,
                                            trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied
                                            by this Agreement. Except for the restrictions on use and disclosure of Confidential Information
                                            imposed in this Agreement, no obligation of any kind is assumed or implied against either
                                            Party or their Affiliates by virtue of meetings or conversations between the Parties hereto
                                            with respect to the subject matter stated above or with respect to the exchange of Confidential
                                            Information. Each Party further acknowledges that this Agreement and any meetings and communications
                                            of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute
                                            an offer, request, invitation or contract with the other Party to engage in any research,
                                            development or other work; (ii) constitute an offer, request, invitation or contract involving
                                            a buyer-seller relationship, joint venture, teaming or partnership relationship between the
                                            Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,
                                            guarantee or inducement with respect to the accuracy or completeness of any Confidential
                                            Information or the non-infringement of the rights of third persons.



 




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		8.	Intellectual
                                            Property Rights.



 


		(a)	Disclosure
                                            of Work Product. As used in this Agreement, the term “Work Product” means
                                            any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae,
                                            processes, manufacturing techniques, trade secrets, ideas, artwork, software or
                                            any copyrightable or patentable works. Executive agrees
                                            to disclose promptly in writing to Company, or any person designated by Company, all Work
                                            Product that is solely or jointly conceived, made, reduced to practice, or learned by Executive
                                            in the course of any work performed for Company (“Company Work Product”). Executive
                                            agrees (a) to use Executive’s best efforts to maintain such Company Work Product in
                                            trust and strict confidence; (b) not to use Company Work Product in any manner or for any
                                            purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company
                                            Work Product to any third party without first obtaining Company’s express written consent
                                            on a case-by-case basis. 



 


		(b)	Ownership
                                            of Company Work Product. Executive agrees that any and all Company Work Product conceived,
                                            written, created or first reduced to practice in the performance of work under this Agreement
                                            shall be deemed “work for hire” under applicable law and shall be the sole and
                                            exclusive property of Company.



 


		(c)	Assignment
                                            of Company Work Product. Executive irrevocably assigns to Company all right, title and
                                            interest worldwide in and to the Company Work Product and all applicable intellectual property
                                            rights related to the Company Work Product, including without limitation, copyrights, trademarks,
                                            trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary
                                            Rights”). Except as set forth below, Executive retains no rights to use the Company
                                            Work Product and agrees not to challenge the validity of Company’s ownership in the
                                            Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully
                                            paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through
                                            multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform,
                                            and display in any form or medium whether now known or later developed, distribute, make,
                                            use and sell any and all Executive owned or controlled Work Product or technology that Executive
                                            uses to complete the services and which is necessary for Company to use or exploit the Company
                                            Work Product.



 


		(d)	Assistance.
                                            Executive agrees to cooperate with Company or its designee(s), both during and after
                                            the Term, in the procurement and maintenance of Company’s rights in Company Work Product
                                            and to execute, when requested, any other documents deemed necessary by Company to carry
                                            out the purpose of this Agreement. Executive will assist Company in every proper way to obtain,
                                            and from time to time enforce, United States and foreign Proprietary Rights relating to Company
                                            Work Product in any and all countries. Executive’s obligation to assist Company with
                                            respect to Proprietary Rights relating to such Company Work Product in any and all countries
                                            shall continue beyond the termination of this Agreement, but Company shall compensate Executive
                                            at a reasonable rate to be mutually agreed upon after such termination for the time actually
                                            spent by Executive at Company’s request on such assistance.



 




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		(e)	Execution
                                            of Documents. In the event Company is unable for any reason, after reasonable effort,
                                            to secure Executive’s signature on any document requested by Company pursuant to this
                                            Section 8 within seven (7) days of the Company’s initial request to Executive, Executive
                                            hereby irrevocably designates and appoints Company and its duly authorized officers and agents
                                            as its agent and attorney in fact, which appointment is coupled with an interest, to act
                                            for and on its behalf solely to execute, verify and file any such documents and to do all
                                            other lawfully permitted acts to further the purposes of this Section 8 with the same legal
                                            force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company
                                            any and all claims, of any nature whatsoever, which Executive now or may hereafter have for
                                            infringement of any Proprietary Rights assignable hereunder to Company.



 


		(f)	Executive
                                            Representations and Warranties. Executive hereby represents and warrants that: (i) Company
                                            Work Product will be an original work of Executive or all applicable third parties will have
                                            executed assignments of rights reasonably acceptable to Company; (ii) neither the Company
                                            Work Product nor any element thereof will infringe the intellectual property rights of any
                                            third party; (iii) neither the Company Work Product nor any element thereof will be subject
                                            to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances
                                            or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest
                                            whatsoever in the Company Work Product to any third party; (v) Executive has full right and
                                            power to enter into and perform Executive’s obligations under this Agreement without
                                            the consent of any third party; (vi) Executive will use best efforts to prevent injury to
                                            any person (including employees of Company) or damage to property (including Company’s
                                            property) during the Term; and (vii) should Company permit Executive to use any of Company’s
                                            equipment, tools, or facilities during the Term, such permission shall be gratuitous and
                                            Executive shall be responsible for any injury to any person (including death) or damage to
                                            property (including Company’s property) arising out of use of such equipment, tools
                                            or facilities.



 


		9.	Non-Solicitation



 


		(a)	Existing
                                            Business Interests. The Parties acknowledge that the Company is engaged in the various
                                            business as disclosed to the Executive (together
                                            with such other activities as may be engaged in from
                                            time to time, the “Existing Business”). As part of this Existing Business, Company
                                            has developed and continues to develop Confidential Information regarding the operation of
                                            such business. In addition, Company has developed and continues to develop substantial relationships
                                            with existing and prospective clients, accounts, suppliers and others, as well as goodwill
                                            associated with these relationships and business. These relationships are a substantial business
                                            asset owned by, and proprietary to, Company and are integral to Company’s Existing
                                            Business and continued operation. 



 




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		(b)	Developing
                                            Business Interests. The Company also is engaged in expanding its business by developing
                                            new business concepts and services (the “Developing Business”). As part of this
                                            Developing
                                            Business,
                                            the Company has developed and continues to develop Confidential Information related thereto,
                                            valuable relationships with prospective and existing clients, accounts, suppliers and others,
                                            and continues to create goodwill associated with these relationships and business. The Developing
                                            Business is a substantial business asset owned by, and proprietary to, the Company.



 


		(c)	Other
                                            Legitimate Business Interests. In addition to the Existing Business and the Developing
                                            Business, Company has other legitimate business interests which are necessary to protect
                                            through
                                            the provisions of this Section 9, which Executive acknowledges include, but are not limited
                                            to the following (collectively the “Other Legitimate Business Interests”):



 


		(i)	The
                                            Company has expended considerable resources in developing relationships with its suppliers,
                                            clients and customers;



 


		(ii)	The
                                            Company has expended considerable resources to recruit and hire vendors and/or employees
                                            who could perform services for Company; 



 


		(iii)	Executive
                                            may, through the contractual relationship set forth herein, develop a substantial relationship
                                            with Company’s existing or potential clients, including but not limited to being the
                                            sole or primary contact between Company and its clients and principals; and



 


		(iv)	The
                                            relationship between Company and its clients and principals will depend on the quality and
                                            quantity of the services Executive performs for Company.



 


		(d)	Acknowledgement
                                            of Company’s Right to Protection of Business Interests. Executive acknowledges
                                            and agrees that Company desires, is entitled to, and deserves, protection
                                            of
                                            its legitimate business interests associated with the Existing Business, the Developing Business
                                            and the Other Legitimate Business Interests. Accordingly, Executive agrees to the restrictions
                                            set forth in this Section 9 as reasonable under the circumstances.



 


		(e)	No-Solicitation.
                                            In recognition and consideration of Company’s Existing Business, Developing Business
                                            and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,
                                            for the Term and for a period of three (3) years thereafter, Executive shall not, directly
                                            or indirectly solicit or discuss with any employee of Company the employment of such Company
                                            employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,
                                            hire or attempt to hire any such Company employee on behalf of any commercial enterprise
                                            other than Company. Nothing in this Section 9(e) shall prohibit Executive from undertaking
                                            a general recruitment advertisement provided that the foregoing is not targeted towards any
                                            person identified above, or from hiring, employing or engaging any such person who responds
                                            to such general recruitment advertisement.



 




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		(f)	Remedies
                                            for Breach of Restrictions.



 


		(i)	Executive
                                            admits and agrees that Executive’s breach of the provisions of this Section 9 would
                                            result in irreparable harm to Company. Accordingly, in the event of Executive’s breach
                                            or threatened breach of such restrictions, Executive agrees that Company shall be entitled
                                            to an injunction restraining such breach or threatened breach without the necessity of posting
                                            a bond or other security. Further, in the event of Executive’s breach, the duration
                                            of the restrictions contained in this Section 9 shall be extended for the entire time that
                                            the breach existed so that Company is provided with the full time period provided herein.



 


		(ii)	In
                                            addition to injunctive relief, Company shall be entitled to any other remedy available in
                                            law or equity by reason of Executive’s breach or threatened breach of the restrictions
                                            contained in this Section 9. 



 


		(iii)	If
                                            the Company retains an attorney to enforce the provisions of this Section 9, the Company
                                            shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from
                                            Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.



 


		(g)	Blue
                                            Pencil. Executive
                                            has carefully read and considered the provisions of this Section 9
                                            and, having done so, agrees that the restrictions set forth in such Section 9
                                            are fair and reasonable and are reasonably required for the protection of the legitimate
                                            business interests of the Company. In the event that a court of competent jurisdiction shall
                                            determine that any of the foregoing restrictions are unenforceable, the Parties hereto agree
                                            that it is their desire that such court substitute an enforceable restriction in place of
                                            any restriction deemed unenforceable, and that the substitute restriction be deemed incorporated
                                            herein and enforceable against Executive. It is the intent of the Parties hereto that the
                                            court, in so determining any such enforceable substitute restriction, recognize that it is
                                            their intent that the foregoing restrictions be imposed and maintained to the greatest extent
                                            possible.



 


		10.	Representations
                                            and Warranties Relating to Securities. Any shares of Common Stock or other securities
                                            of the Company that may be issued or granted to the Executive hereunder or pursuant to any
                                            other agreement between the Company and the Executive in connection with the transactions
                                            contemplated herein may be referred to as the “Securities”, and Executive represents
                                            and warrants to the Company as set forth in this Section 10 with respect to the Securities
                                            and Executive’s receipt thereof, as of the Effective Date and as of the date of any
                                            issuance or granting of any Securities.



 


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



 




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		(b)	Executive
                                            hereby represent that the Securities awarded pursuant to this Agreement are being acquired
                                            for Executive’s own account and not for sale or with a view to distribution thereof.
                                            Executive acknowledges and agrees that any sale or distribution of Securities which have
                                            vested 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.
                                            Executive hereby consents to such action as the Board or the Company deems necessary or appropriate
                                            from time to time to prevent a violation of, or to perfect an exemption from, the registration
                                            requirements of the Securities Act or to implement the provisions of this Agreement, including
                                            but not limited to placing restrictive legends on certificates evidencing shares of Securities
                                            (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer
                                            instructions to the Company’s stock transfer agent.



 


		(c)	Executive
                                            understands that the Securities is being offered and sold to Executive in reliance upon specific
                                            exemptions from the registration requirements of United States federal and state securities
                                            laws and that the Company is relying upon the truth and accuracy of, and Executive’s
                                            compliance with, the representations, warranties, agreements, acknowledgments and understandings
                                            of the Executive set forth herein in order to determine the availability of such exemptions
                                            and the eligibility of the Executive to acquire the Securities.



 


		(d)	Executive
                                            has been furnished with all documents and materials relating to the business, finances and
                                            operations of the Company and information that Executive requested and deemed material to
                                            making an informed investment decision regarding its acquisition of the Securities. Executive
                                            has been afforded the opportunity to review such documents and materials and the information
                                            contained therein. Executive has been afforded the opportunity to ask questions of the Company
                                            and its management. Executive understands that such discussions, as well as any written information
                                            provided by the Company, were intended to describe the aspects of the Company’s business
                                            and prospects which the Company believes to be material, but were not necessarily a thorough
                                            or exhaustive description and the Company makes no representation or warranty with respect
                                            to the completeness of such information and makes no representation or warranty of any kind
                                            with respect to any information provided by any entity other than the Company. Some of such
                                            information may include projections as to the future performance of the Company, which projections
                                            may not be realized, may be based on assumptions which may not be correct and may be subject
                                            to numerous factors beyond the Company’s control. Additionally, Executive understands
                                            and represents that Executive is acquiring the Securities notwithstanding the fact that the
                                            Company may disclose in the future certain material information that the Executive has not
                                            received. Executive has sought such accounting, legal and tax advice as Executive has considered
                                            necessary to make an informed investment decision with respect to Executive’s investment
                                            in the Securities. Executive has full power and authority to make the representations referred
                                            to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,
                                            either personally, or together with Executive’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 Securities, is able to bear the risks of an investment in the Securities
                                            and understands the risks of, and other considerations relating to, a purchase of the Securities.
                                            The Executive and Executive’s advisors have had a reasonable opportunity to ask questions
                                            of and receive answers from the Company concerning the Securities. Executive’s financial
                                            condition is such that Executive is able to bear the risk of holding the Securities that
                                            Executive may acquire pursuant to this Agreement for an indefinite period of time, and the
                                            risk of loss of Executive’s entire investment in the Company. Executive has investigated
                                            the acquisition of the Securities to the extent Executive deemed necessary or desirable and
                                            the Company has provided Executive with any reasonable assistance Executive has requested
                                            in connection therewith. No representations or warranties have been made to Executive by
                                            the Company, or any representative of the Company, or any securities broker/dealer, other
                                            than as set forth in this Agreement.



 




    	17



     


    

 


		(e)	Executive
                                            also acknowledges and agrees that an investment in the Securities 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 Securities will ever develop and that, as a
                                            result, Executive may not be able to liquidate Executive’s investment in the Securities
                                            should a need arise to do so. Executive is not dependent for liquidity on any of the amounts
                                            Executive is investing in the Securities. Executive has full power and authority to make
                                            the representations referred to herein, to acquire the Securities and to execute and deliver
                                            this Agreement. Executive understands that the representations and warranties herein are
                                            to be relied upon by the Company as a basis for the exemptions from registration and qualification
                                            of the issuance and sale of the Securities under the federal and state securities laws and
                                            for other purposes.



 


		(f)	Executive
                                            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 Securities.



 


		(g)	Executive
                                            understands that until such time as the Securities have 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 Securities may bear a restrictive legend in substantially the
                                            following form (and a stop-transfer order may be placed against transfer of the certificates
                                            for such Securities):



 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




    	18



     


    

 


		(h)	This
                                            Agreement has been duly and validly authorized by Executive. This Agreement has been duly
                                            executed and delivered on behalf of Executive, and this Agreement constitutes a valid and
                                            binding agreement of Executive enforceable in accordance with its terms.



 


		(i)	Executive
                                            is an individual resident of the state set forth in the notices provision for Executive herein.



 


		11.	Effect
                                            of Waiver. The waiver by either Party of a breach of any provision of this Agreement
                                            shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver
                                            shall be valid unless in writing.



 


		12.	Assignment.
                                            This Agreement may not be assigned by either Party without the express prior written consent
                                            of the other Party hereto, except that Company may transfer, assign or delegate to any successor
                                            (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
                                            all of the business and/or assets of the Company any of Company’s rights, obligations
                                            or duties hereunder. As used in this Agreement, “Company” shall mean the Company
                                            as hereinbefore defined and any successor to its business and/or assets as aforesaid which
                                            assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement
                                            shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns
                                            of the Parties.



 


		13.	No
                                            Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is
                                            intended solely for the benefit of the Parties hereto and is not intended to confer any benefits
                                            upon, or create any rights in favor of, any person or entity other than the Parties hereto.



 


		14.	Entire
                                            Agreement; Effectiveness of Agreement. This Agreement and any option agreement or other
                                            agreement entered into between the Company and Executive with respect to the issuance of
                                            any equity securities of the Company or other equity awards relating to the Company set forth
                                            the entire agreement of the Parties hereto and shall supersede any and all prior agreements
                                            and understandings concerning the Executive’s employment by the Company. This Agreement
                                            may be changed only by a written document signed by the Executive and the Company.



 


		15.	Survival.
                                            The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section
                                            9 and Section 13 through Section 25, inclusive, shall survive any termination or expiration
                                            of this Agreement, and provided that any expiration or termination of this Agreement shall
                                            not excuse a Party from compliance with, or fulfillment of, any obligations or conditions
                                            which arose prior to such expiration or termination.



 


		16.	Severability.
                                            If any one or more of the provisions, or portions of any provision, of the Agreement shall
                                            be held to be invalid, illegal or unenforceable, the validity, legality or enforceability
                                            of the remaining provisions or parts hereof shall not in any way be affected or impaired
                                            thereby.



 




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		17.	Governing
                                            Law and Waiver of Jury Trial.



 


		(a)	All
                                            questions concerning the construction, validity, enforcement and interpretation of this Agreement
                                            shall be determined, and this Agreement shall be governed by and construed and enforced in
                                            accordance with the internal laws of the State of Delaware, and for all purposes shall be
                                            construed in accordance with the laws of such state, without giving effect to the choice
                                            of law provisions of such state.



 


		(b)	Subject
                                            to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall
                                            be commenced in the state and federal courts sitting in KING COUNTY, WASHINGTON (the “Selected
                                            Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction
                                            of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith
                                            or with any transaction contemplated hereby or discussed herein (including with respect to
                                            the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,
                                            and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
                                            subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper
                                            or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal
                                            service of process and consents to process being served in any such suit, action or proceeding
                                            by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
                                            of delivery) to such Party at the address in effect for notices to it under this Agreement
                                            and agrees that such service shall constitute good and sufficient service of process and
                                            notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
                                            serve process in any other manner permitted by applicable law. 



 


		(c)	TO
                                            THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL
                                            RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
                                            TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES
                                            THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
                                            OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
                                            FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
                                            TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
                                            IN THIS SECTION 17(c).



 




    	20



     


    

 


		(d)	Subject
                                            to the provisions of Section 20(b), if any Party shall commence an action or proceeding to
                                            enforce any provisions of this Agreement, then the prevailing Party in such action or proceeding
                                            shall be reimbursed by the other Party for its attorney’s fees and other costs and
                                            expenses incurred in the investigation, preparation and prosecution of such action or proceeding.



 


		18.	Arbitration.
                                            Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s
                                            employment by the Company, including, but not limited to, common law and statutory claims
                                            for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration
                                            in Redmond, Washington pursuant to then-prevailing National Rules for the Resolution of Employment
                                            Disputes of the American Arbitration Association. The arbitration shall be conducted by three
                                            arbitrators, with one arbitrator selected by each Party and the third arbitrator selected
                                            by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow
                                            the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties
                                            that the arbitrators’ decision is final, and that no Party may take any action, judicial
                                            or administrative, to overturn such decision. The judgment rendered by the arbitrators may
                                            be entered in the Selected Courts. Subject to the provisions of Section 20(b), each Party
                                            will pay its own expenses of arbitration and the expenses of the arbitrators will be equally
                                            shared provided that, if in the opinion of the arbitrators any claim, defense, or argument
                                            raised in the arbitration was unreasonable, the arbitrators may assess all or part of the
                                            expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators
                                            as the arbitrators deem appropriate. The arbitrators may not award either Party punitive
                                            or consequential damages.



 


		19.	Indemnification.
                                            During the Term, the Executive shall be entitled to indemnification and insurance coverage
                                            for officers’ liability, fiduciary liability and other liabilities arising out of the
                                            Executive’s position with the Company in any capacity, in an amount not less than the
                                            highest amount available to any other executive, and such coverage and protections, with
                                            respect to the various liabilities as to which the Executive has been customarily indemnified
                                            prior to termination of employment, shall continue for at least six years following the end
                                            of the Term. Any indemnification agreement entered into between the Company and the Executive
                                            shall continue in full force and effect in accordance with its terms following the termination
                                            of this Agreement.



 


		20.	Expenses.



 


		(a)	Other
                                            than as specifically set forth herein, each of the Parties will bear their own respective
                                            expenses, including legal, accounting and professional fees, incurred in connection with
                                            this Agreement and the transactions contemplated herein.



 


		(b)	It
                                            is the intent of the Company that, following a Change of Control, the Executive shall not
                                            be required to incur any expenses associated with the enforcement of Executive’s rights
                                            under this Agreement by arbitration, litigation or other legal action because the cost and
                                            expense thereof would substantially detract from the benefits intended to be extended to
                                            the Executive hereunder. Accordingly, the Company shall pay the Executive on demand the amount
                                            necessary to reimburse the Executive in full for all expenses (including all attorneys’
                                            fees and legal expenses) incurred by the Executive in enforcing any of the obligations of
                                            the Company under this Agreement, or in defending any action by the Company against the Executive
                                            in respect of such obligations or the obligations of the Executive under this Agreement,
                                            if such action is commenced on or following a Change of Control. The Company shall pay such
                                            expenses to the Executive upon demand in connection with any action described in the preceding
                                            sentence which is commenced prior to a Change of Control if the Executive substantially prevails
                                            on at least one material issue in dispute.



 




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		21.	Notices.



 


		(a)	All
                                            notices and other communications hereunder shall be in writing and shall be given by hand
                                            delivery to the other Party, or by registered or certified mail, return receipt requested,
                                            postage prepaid, or by email with return receipt requested and received or nationally recognized
                                            overnight courier service, addressed as set forth below or to such other address as either
                                            Party shall have furnished to the other in writing in accordance herewith. All notices, requests,
                                            demands and other communications shall be deemed to have been duly given (i) when delivered
                                            by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered
                                            by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery,
                                            if sent by email.



 


If
to the Company:


 


Hour
Loop, Inc.


Attn:
Chief Executive Officer


8201
164th AVE NE STE 200


Redmond,
WA 98052-7615


Email:
samlai@hourloop.com


 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
JCacomanolis@anthonypllc.com


 


If
to Executive, to the address and email address on file for the Executive in the books and records of the Company.


 


		22.	Headings.
                                            The section headings contained in this Agreement are inserted for convenience only and shall
                                            not affect in any way the meaning or interpretation of this Agreement.






 











		23.	Counsel.
                                            The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted
                                            as legal counsel to the Company, and that Counsel has prepared this Agreement at the request
                                            of the Company, and that Counsel is not legal counsel to Executive individually. Each of
                                            the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel
                                            acting as legal counsel to the Company and preparing this Agreement, and that Counsel has
                                            advised each of the Parties to retain separate counsel to review the terms and conditions
                                            of this Agreement and the other documents to be delivered in connection herewith, and each
                                            Party has either waived such right freely or has otherwise sought such additional counsel
                                            as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does
                                            not owe any duties to Executive in Executive’s individual capacity in connection with
                                            this Agreement and the transactions contemplated herein. Each of the Parties hereby waives
                                            any conflict of interest which may apply with respect to Counsel’s actions as set forth
                                            herein, and the Parties confirm that the Parties have previously negotiated the material
                                            terms of the agreements as set forth herein.





 


		24.	Rule
                                            of Construction. The general rule of construction for interpreting a contract, which
                                            provides that the provisions of a contract should be construed against the Party preparing
                                            the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was
                                            represented by separate legal counsel in this matter who participated in the preparation
                                            of this Agreement or such Party had the opportunity to retain counsel to participate in the
                                            preparation of this Agreement but elected not to do so.



 


		25.	Execution
                                            in Counterparts, Electronic Transmission. This Agreement may be executed in any number
                                            of counterparts, each of which shall be deemed an original. The signature of any Party which
                                            is transmitted by any reliable electronic means such as, but not limited to, a photocopy,
                                            electronically scanned or facsimile machine, for purposes hereof, is to be considered as
                                            an original signature, and the document transmitted is to be considered to have the same
                                            binding effect as an original signature or an original document.



 


[Signatures
appear on following page]


 




    	22



     


    




 


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
	 	 	 
	 	Executive:
    Sau Kuen Yu 
	 	 	 
	 	By:
    	 /s/ Sau
    Kuen Yu 
	 	Name:	Sau
    Kuen Yu


 




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