August
15, 2014


Harrison
Shih


 


Re:
     Employment Letter


 


Dear
Harrison,


 


This
letter (this “Agreement”) sets forth, among other things, the terms of your employment with TICTOC PLANET,
Inc. (the “Company”).


 


TriNet
HR Corporation: Our benefits, payroll, and human resource management services are provided through TriNet HR Corporation, a professional
employer organization. As a result of the Company’s arrangement with TriNet, TriNet will be considered your employer of
record for these purposes. Your managers here at the Company will be responsible for directing your work, reviewing your performance,
setting your schedule, and otherwise directing your work.


 


●    Duties.
You shall serve and shall perform such duties as are customarily associated with the position of VP, Product and such
other duties as are assigned to you by your supervisors. You shall report to Steve Chung, CEO and shall perform your services
on a full-time basis at the Company’s office in or near San Francisco, California. You shall devote your full working time
and attention to the business affairs of the Company.


 


●    Compensation.


 


	 	●	Base
    Salary. Base Salary. You shall receive
    an annual base salary of $225,000 for all hours worked to be paid in accordance with the Company’s customary
    payroll procedures. 
	 	 	 
	 	●	Annual
    Bonus. You shall be eligible to receive
    an additional 25% of your base salary dependent on yearly performance evaluation. 
	 	 	 
	 	●	Stock
    Options. Subject
    to Board approval, you will be granted 30,000 stock option shares pursuant to the TicToc Planet 2014 Equity Incentive
    Plan. Such stock options shall be incentive stock options to the extent permitted under Section 422 of the Internal Revenue
    Code of 1986, as amended (the “Code”). 
	 	 	 
	 	●	Benefits.
    You shall be eligible to participate in all of the employee
    benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and
    conditions of such plans. 
	 	 	 
	 	●	Withholding.
    All amounts payable to you are subject
    to appropriate payroll deductions and withholdings.


 




    	333 Bryant St. #310, San Francisco, CA 94107



    	 



    

 


 


●    Expenses.
You shall be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably
incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s
standard policies.


 


●    Company
Policies And Proprietary Information and Inventions Agreement. As an employee of the Company, you shall be expected
to abide by all of the Company’s policies and procedures and the Company’s employee handbook. As a condition of your
continued employment, you agree to execute and abide by the terms of the Company’s form of Proprietary Information and Inventions
Agreement, which shall survive termination of your employment with the Company and the termination of this Agreement. You acknowledge
that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions
Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any
such breach or threatened breach. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or
procedures described in the employee handbook or as otherwise communicated to you, in whole or part, at any time, with or without
notice.


 


●    Employment
Terms. As a condition to your employment with the Company, you are required to (a) sign and return satisfactory
immigration forms providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide
satisfactory proof of your identity as required by United States law.


 


●    Other
Agreements. You agree that your performance of your duties for the Company shall not violate any agreements, obligations
or understandings that you may have with any third party or prior employer. You agree not to make any unauthorized disclosure
or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent
that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information.
While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations
to do so.


 


●    At-will
Employment. Your employment with the Company will be “at-will,” meaning that either you or the Company
will be entitled to terminate your employment at any time and for any reason, with or without cause. Should you resign from the
Company, you agree to provide at least a 4-week notice to your supervisor. Any contrary representations that may have been made
to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although
your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change
from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed
by you and a duly authorized officer of the Company.


 


●    Dispute
Resolution. Any dispute, claim or controversy based on, arising out of or relating to your employment or this Agreement
shall be settled by final and binding arbitration in San Francisco, California, before a single neutral arbitrator in accordance
with the National Rules for the Resolution of Employment Disputes (the “Rules”) of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. If the parties
are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its Rules. Each party shall pay the
fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, you
and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’
fees to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration,
AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This
Section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment
of damages under this Agreement or relating to your employment; provided, however, that neither this Agreement nor the submission
to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief,
in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right
to compel arbitration. Both you and the Company expressly waive your right to a jury trial.


 




    	333 Bryant St. #310, San Francisco, CA 94107



    	 



    

 


 


●    Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.


 


●    Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the
Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of
your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall
not be withheld unreasonably.


 


●    Entire
Agreement. This Agreement and the Proprietary Information and Inventions Agreement constitute the complete, final and
exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment
specified herein and therein. This Agreement and the Proprietary Information and Inventions Agreement supersede any other such
promises, warranties, representations or agreements between you and the Company. This Agreement may not be amended or modified
except by a written instrument signed by you and a duly authorized officer of the Company.


 


●    Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without
regard to the conflicts of law provisions thereof.


 


●    Start
Date. Your start date will be on or after August 29, 2014.


 


●    Reference
Checks. This offer is subject to confirmatory reference checks.


 


We
are looking forward to continuing a long and fruitful working relationship with you.


 


Sincerely,


 


TICTOC
PLANET, Inc.


 


	By:
    	/s/
    Steve Chung 	 
	 	Steve
    Chung	 
	 	Chief
    Executive Officer	 


 


Agreed
and Accepted this 20 day of August, 2014.


 


	/s/
    Harrison Shih 	 


 


Harrison
Shih


 




    	333 Bryant St. #310, San Francisco, CA 94107