EMPLOYMENT AGREEMENT


 


This Employment Agreement (the "Agreement") dated as of the October 3, 2019 (the "Effective Date") is
between Society Pass Incorporated, a Nevada corporation (the "Company"), and LIANG WEE LEONG RAYNAULD ("Executive").


 


WITNESSETH:


 


A. The Company desires to hire Executive as its Chief Financial Officer and Executive desires to accept such employment.


 


B. The Company and Executive desire to set forth in this Agreement the terms, conditions and obligations of the parties, with
respect to such employment, and this Agreement is intended by the parties to supersede all previous understandings, whether
written or oral, concerning such employment.


 


NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:


 


1. Employment. The Company hereby employs Executive, and Executive hereby
accepts employment, subject to the terms and conditions hereof. In connection with the duties to be performed pursuant to
this Agreement, Executive shall report directly to the Chief Executive Officer. The Executive is expected to spend a significant
amount of time in the offices of the Company located abroad or any other offices of the Company. Additionally, Executive may
perform services and hold positions at various direct or indirect wholly or majority-owned subsidiaries of the Company. Executive
shall have the customary duties, responsibilities, and authority of such positions.


 


Job functions include:


 


• Provide
leadership, direction and management of the finance and accounting team;


 


• Responsible for all corporate finance and
fundraising activities of the Company;


 


• Manage the processes for financial modeling and budgets, and overseeing the preparation
of all financial reporting;


 


• Act as signatory for Company's bank accounts;


 


• Responsible for ensuring the risk and
compliance management framework is embedded and operational for the Group;


 


• Establish and develop relations with senior
management and external partners and stakeholders; and


 


• Review and implement all formal finance, HR and IT related procedures.


 


2.
Term. The term of the Agreement (the "Term") shall commence as of the Effective Date. Either party of this Agreement may terminate
this Agreement with or without


 



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cause upon 30 days notice. Notwithstanding the foregoing, the terms of this Agreement shall be effective until terminated
by the Company or Executive or amended in writing by the Company and the Executive.


3. Compensation; Benefits.


(a) Signing Bonus. At the signing of this Agreement, the Company agrees to pay Executive a
signing bonus (the 'Signing Bonus") in an amount equal to $150,000 (One Hundred Fifty Thousand U.S. Dollars) post completion of
Series C fund raising, condition subsequent that Executive uses the bonus for the purpose to negotiate for a full discharge of
existing liabilities within 6 months of disbursement. If creditors fail to accept settlement the Company reserves the right to
recover the amount from creditors and may terminate this Agreement.


(b) Salary. During the Term of this Agreement, the Company
agrees to pay Executive a monthly salary (the "Salary") in an amount equal to $5,000 (Five Thousand U.S. Dollars) for the period
commencing from 01 September 2019.


(c) ESOP. As consideration for the Executive's employment, the Executive shall participate
in the Company's Employee Stock Option Program (ESOP). Executive acknowledges that Executive must be an employee of the Company
under this Agreement, or another employment agreement, in order to participate in the ESOP.


(d) Annual Bonus: Executive may be
entitled to a bonus at the Company's sole discretion and/or in accordance with the policies and procedures of the Company in effect
from time to time. The Shares shall vest as per the Executive meeting a list of Key Performance Indicators (KPis ), which shall
be outlined in a separate document.


(e) Other Benefits. During the Term of Executive's employment, Executive shall be entitled
to participate in all other benefits, perquisites, vacation days, benefit plans or programs of the Company which are available
generally to office employees and other employees of the Company in accordance with the terms of such plans, benefits or programs.
Company will pay Executive's portions of benefit plan. A 401K benefit plan shall be offered by the Company to Executive no later
than the date of the Company's initial public offering.


(f) Expenses. Executive shall be reimbursed for Executive's reasonable
and approved expenses related to and for promoting the business of the Company, including expenses for air travel, hotels, and
similar items that arise out of Executive's performance of services under this Agreement.


4. Extent of Service. Executive shall
devote substantially all of Executive's time, attention and energies to the business of the Company provided that it does not
interfere with Executive's duties hereunder and does not violate the covenants contained in Section 5.


5. Covenants Regarding Confidential Information and Other Matters. All payments and benefits to Executive under the Agreement
shall be subject to Executive's compliance with the provisions of this Section 5. For purposes of this Section 5, the term "Company"
shall mean, the Company and any direct or indirect wholly or majority-owned subsidiary of the Company.








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(a) Confidential Information. Executive acknowledges that in Executive's employment, Executive is or will be making use
of, acquiring or adding to the confidential information of the Company which includes, but is not limited to, memoranda and
other materials or records of a proprietary nature; potential business acquisitions; technical information regarding the operations
of the Company; and records and policy matters relating to finance, personnel, management and operations, including all information
contained in any customer relationship management database. Therefore, in order to protect the confidential information of
the Company and to protect other employees who depend on the Company for regular employment, Executive agrees that Executive
will not in any way utilize any of said confidential information except in connection with Executive's employment by the Company,
and except in connection with the business of the Company. Executive will not copy, reproduce, or take with Executive the
original or any copies of said confidential information and will not directly or indirectly divulge any of said confidential
information to anyone without the prior written consent of the Company.


(b) Confidential Information. The Executive acknowledges
that any work product (software development, technical know-how, computer code, business plans, technical blueprints, copyrights,
trademarks, patents, trade secrets, and any other proprietary rights thereto) shall be deemed the intellectual Property of
the Company.


(c) (i) Non-Solicitation of Clients by Executive. Executive agrees that for so long as Executive is employed
by the Company and continuing for two (2) years thereafter (such period is referred to as the "Executive Restricted Period")
Executive shall not solicit or attempt to solicit the business of any customers or clients of the Company with respect to
services that the Company performs for such customers or clients. The provisions of this Section 5(b )(i) shall not be applicable
to the persons or entities with which Executive maintained relationships with prior to signing this document, or with whom
Executive introduced to the Company through his own independent efforts. Executive agrees that in the event of a dispute regarding
this paragraph, Executive has the burden of proof in establishing that Executive had a pre-existing relationship or introduced
the client or customer to the Company through his own independent efforts.


(ii) Non-Solicitation of Clients by Company. Company
agrees that for two (2) years following termination of Executive's employment by the Company (such period is referred to as
the "Company Restricted Period"), the Company shall not solicit or attempt to solicit the business of any customer or client
of the Company using information obtained exclusively as a result of Executive's efforts while employed by the Company.


(d)
Non-Solicitation of Executives. Executive agrees that during the Restricted Period not to directly or indirectly, by sole
action or in concert with others, induce or influence, or seek to induce or influence any person who is currently engaged
by the Company at the time of the termination of Executive's employment as an employee, agent, independent contractor, or
otherwise to leave the employ of the Company or any successor or assign, or to hire any such person.


(e) Non-Disparagement. During Executive's employment with the Company and at any time thereafter, Executive shall not, directly
or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing
in any way the Company, or any of their respective officers, directors, employees, customers or agents or any products or services
offered by any of them, nor shall Executive engage in any



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other conduct or make any other statement that could be reasonably expected to impair the goodwill of any of them.


(f)
Remedies for Breach of Covenants.


(i) In the event that a covenant included in this Section 5 shall be deemed by any court
to be unreasonably broad in any respect, it shall be modified in order to make it reasonable and shall be enforced accordingly;
provided, however, that in the event that any court shall refuse to enforce any of the covenants contained in this Section
5, then the unenforceable covenant shall be deemed eliminated from the provisions of this Agreement for the purpose of those
proceedings to the extent necessary to permit the remaining covenants to be enforced so that the validity, legality or enforceability
of the remaining provisions of this Section 5 shall not be affected thereby.


(ii) Executive acknowledges that any breach of
the covenants contained in this Section 5 will cause irreparable harm to the Company which will be difficult if not impossible
to ascertain, and the Company shall be entitled to seek equitable relief, including injunctive relief, against any actual
or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated. Neither
the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the Company from any other
remedy the Company or may have hereunder or at law or equity.


6. Severance. Executive shall be entitled to a severance compensation
package equal to 60 days (sixty days) of salary, bonus, benefits and perquisites as defined above under this Agreement starting
from the date of employment termination.


7. Withholding of Taxes. The Company may withhold from any benefits payable under
the Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation
or ruling.


8. Executive's Representations and Understandings.


(a) Executive represents and warrants to the Company that (i)
Executive is free to enter into this Agreement, (ii) this Agreement and Executive's obligations hereunder do not violate the
terms of any other agreement to which Executive is a party or by which Executive is bound and (iii) Executive is not subject
to any confidentiality agreement, non-competition agreement, non-solicitation agreement or any other similar agreement that
restricts Executive's ability to perform the services for the Company for which Executive was hired.


(b) Executive understands
and agrees to comply with all of the written rules and procedures governing employment with the Company, and any direct or
indirect wholly or majority-owned subsidiary of the Company, including but not limited to the Company's Executive Handbook,
written supervisory procedures, and any other employment, compliance, and/or supervisory documents the Company issues from
time to time.


9. Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court
to be void, invalid or unenforceable, the same shall in no


 






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way affect any other provision of this Agreement or the application of any such provision in any other circumstance, or
the validity or enforceability of this Agreement.


10. Entire Understanding. This Agreement contains the entire understanding
of the parties hereto relating to the subject matter contained herein and supersedes all prior and collateral agreements,
understandings, statements and negotiations of the parties. Each party acknowledges that no representations, inducements,
promises or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly
set forth herein. This Agreement may not be modified or rescinded except by a written agreement signed by both parties.


11.
Consideration. Executive acknowledges that Executive's continued employment during the term of this Agreement and the other
compensation and benefits provided in this Agreement are sufficient compensation and consideration for purposes of entering
into the restrictions and limitations provided herein, including, but not limited to, the restrictions and limitations set
forth in Section 5.


12. Waiver. Failure by either party to insist upon strict compliance with any of the terms, covenants
or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment
of any right or remedy hereunder at any time be deemed a waiver or relinquishment of such right or remedy.


13. Governing Law.
Venue. This Agreement shall be governed by the law of the State of New York (without giving effect to choice of law principles
thereof). The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in any court having jurisdiction in this matter. The parties hereby consent to the concurrent
exclusive jurisdiction of the courts of the State of New York and the United States courts located in New York County, New
York in connection with any suit, action or proceeding arising out of or relating in any manner to this Agreement, and each
of the Parties further irrevocably agrees to waive any objection to the venue of any such suit or proceeding in either court,
or to in personam jurisdiction.


14. Waiver of Jury Trial. BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A WRY PARTICIPATE
IN THE RESOLUTION OF ANY DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR
ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.


15. Notices.
All notices under this Agreement shall be in writing and shall be (a) delivered in person, (b) sent by e-mail, or ( c) mailed,
postage prepaid, either by registered or certified mail, return receipt requested, or overnight express carrier, addressed
in each case as set forth on the signature page hereto ( or such other address as may be designated by the party by giving
notice in accordance with this Section. All notices sent pursuant to the terms of this Section shall be deemed received (i)
if personally delivered, then on the date of delivery; (ii) if sent by e-mail before 2:00 p.m. local time of the recipient,
on the day sent if a business day or if such day is not a business day or if sent after 2:00 p.m. local time of the recipient,
then on the






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next business day; (iii) if sent by overnight, express carrier, on the next business day immediately following the day
sent; or (iv) if sent by registered or certified mail, on the earlier of the third business day following the day sent or
when actually received.






	Address for Notices:	 	 
	 	 	 
	To Executive:	 	To Company
	 	 	 
	Address:	 	Address:
	#14-01 Haig Court	 	55 West 39th Street, 18th Floor
	152 Haig Road	 	New York, NY 10018
	Singapore 438791	 	 
	 	 	 
	E-mail: dennis@thesocietypass.com	 	E-mail: dennis@thesocietypass.com
	 	 	 
	 	 	With a mandatory courtesy copy to the Company’s attorney:
	 	 	Peter Dichiara, Esq.
	 	 	Carmel, Milazzo & DiChiara LLP
	 	 	55 West 39th Street, 18th Floor
	 	 	New York, NY 10018
	 	 	E-mail: pdichiara@cmdllp.com


 





16. No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting or causing any instrument to be drafted.


17. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered one and the same agreement
and shall become effective when both counterparts have been signed by each of the parties and delivered to the other party, it
being understood that both parties need not sign the same counterpart.


 






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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first
above written.


 





	Executive	Company
	 	 
	/s/ Liang Raynauld	/s/ Dennis Nguyen
	Liang Wee Leong Raynauld	By: Dennis Luan Thuc Nguyen
	 	Title: President



 






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