Exhibit 10.1


 


TAKUNG
ART CO., LTD


 


Executive Employment
Agreement


 


This EXECUTIVE EMPLOYMENT AGREEMENT (the
 "Agreement"), entered into as of July 20, 2021, by and between Takung Art Co., Ltd, a Delaware corporation (the "Company")
and Kwok Leung Paul Li (the "Executive"). The Company and Executive are collectively referred to herein as the "Parties."
This Agreement automatically shall supersede any agreement between the Company and Executive concerning Executive's employment by the
Company.



 


RECITALS


 


A.           The
Company desires to employ the Executive as its Chief Executive Officer (CEO), and to assure itself of the services of the Executive for
the Initial Period and Extended Period (each as defined below).


 


B.           The
Executive desires to be employed by the Company as its CEO for the Initial Period and Extended Period and upon the terms and conditions
of this Agreement.


 


C.           Executive
agrees to use her best efforts, and apply her skill and experience, to the proper performance of her duties hereunder and to the business
and affairs of the Company. Executive agrees to serve the Company faithfully, diligently and to the best of her ability.



  


AGREEMENT


 


ACCORDINGLY, the Parties agree as follows:


 


1.           Term
of Employment.  The Company shall employ the Executive to render services to the Company in the position and with the duties
and responsibilities described in Section 2 for a period of three (3) months starting from the date of this Agreement (the “Initial
Period”), which period shall be automatically extended for an additional nine (9) months (the "Extended Period "),
unless the Company provides notice to the Executive of its election not to extend the period prior to the expiration of the Initial Period,
or unless the Initial Period or Extended Period, as applicable, is terminated sooner in accordance with Sections 4 or 5 below or
extended upon mutual agreement of the Parties.


 


2.           Position,
Duties, Responsibilities.


 


2.1           Position.  The
Executive shall render services to the Company in the positions of Chief Executive Officer (CEO) and shall perform all services appropriate
to such position. The Executive's principal place of employment shall be at any location mutually acceptable to the board of directors
of the Company and the Executive.  The Executive shall devote her best efforts to the performance of her duties.  The
Executive shall report to the board of directors of the Company.


  


2.2           Execution
of Other Employment Agreements.  The Executive shall upon request of the Company execute an employment agreement with
any direct or indirect subsidiary of the Company (in each case, a "Subsidiary Employment Agreements") in accordance
with Hong Kong or China laws and regulations, in the form substantially identical to this Agreement except for adjustments or alterations
required to comply with the relevant laws and regulations of the Hong Kong or China as the case may be.


 


3.           Compensation
and Holiday.  In consideration of the services to be rendered under this Agreement, the Executive shall be entitled to the
following:


 






     


     


    

 


3.1           Base
Salary.  The Company shall pay the Executive a "Base Salary" of HKD 80,000 per month, subject to adjustment
in accordance with Section 3.2 below.  The Base Salary shall be paid in accordance with the Company's regularly established
payroll practices.


 


3.2           Salary
Adjustment.  The Executive's Base Salary will be reviewed from time to time in accordance with the established procedures
of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.


 


3.3           Benefits.  The
Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated executives, in
accordance with the benefit plans established by the Company (including the Company’s Equity Incentive Plan), and as may be amended
from time to time in the Company's sole discretion. Nothing contained in this Article shall affect or in any way limit Executive's rights
as an executive employee of the Company to participate in any profit sharing plan, supplemental compensation arrangements or any other
fringe benefits offered by the Company to its employees as set forth in the Company's employee handbook, and compensation received by
Executive hereunder shall be in addition to the foregoing except that the severance benefits set forth in this Agreement shall be exclusive.

  


3.4           Bonus.  The
Executive shall not be entitled to any bonus unless otherwise approved by the board of directors of the Company in its sole discretion.


 


3.5           Holidays.  The
Executive shall be entitled, in addition to applicable statutory public holidays, to take Twenty (20) working days as paid holidays
in each full calendar year.  If the Executive's employment commences or terminates part way through a calendar year, her entitlement
to holidays will be assessed on a pro-rata basis in accordance with the Company's holiday policy, as it may change from time to time.


 


 


4.           Termination
By Company.


 


4.1           Termination for
Cause.  For purposes of this Agreement, "For Cause" shall mean the occurrence of any of the following,
subject only to any statutory requirement of any applicable law: (i) the failure of the Executive to properly carry out her duties after
notice by the Company of the failure to do so and a reasonable opportunity for the Executive to correct the same within a reasonable period
specified by the Company; (ii) any breach by the Executive of one or more provisions of any written agreement with, or written policies
of, the Company or her fiduciary duties to the Company likely to cause material harm to the Company and its affiliates, at the Company's
reasonable discretion, or (iii) any theft, fraud, dishonesty or serious misconduct by the Executive involving her duties or the property,
business, reputation or affairs of the Company and its affiliates.  The Company may terminate the Executive's employment For
Cause at any time, without any advance notice or payment in lieu of notice.  The Company shall pay to the Executive all compensation
prescribed under Section 3 hereof to which the Executive is entitled up through the date of termination, subject to any other rights or
remedies of the Company under law, and thereafter all obligations of the Company under this Agreement shall cease.


  


4.2           By Disability.  In
the event Executive shall, by reason of illness or other incapacity, become unable to perform the services agreed upon herein ("Disability"
or "Disabled"), the Company shall continue to compensate Executive for six (6) months commencing from the date of such Disability
at her base monthly salary less any amounts actually received by Executive from the disability insurance policies carried by the Company
for the benefit of Executive pursuant to Section 3. "Disability" shall mean if, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been absent from the full-time performance of Executive's duties with the Company
for three (3) consecutive months, and within thirty (30) days after written notice of termination is given Executive shall not have returned
to the full-time performance of Executive's duties. The determination of Disability will be established by the Company’s benefit
provider. The determination of such benefit provider shall be made in writing to the Company and Executive and shall be final and conclusive
for purposes of this Agreement.


 


4.3           Other
Termination by Company.  In addition to Sections 4.1 through 4.2, the Company may at any time terminate the employment of
the Executive without cause: (i) at any time during the Initial Period, in which case the Executive will not be eligible to receive any
severance; or (ii) by giving one (1) month written notice to the Executive during the Extended Period, in which case the Executive will
be eligible to receive an amount equal to one (1) month of the then-current Base Salary of the Executive payable in the form of salary
continuation (the “Severance”). The Executive's eligibility for Severance is conditioned on the Executive having first signed
a Termination Certificate in the form attached as Exhibit A.  The Executive shall not be entitled to any Severance
payments if the Executive's employment is terminated For Cause, by death or by Disability (as provided above) or if the Executive's employment
is terminated by the Executive for any reason other than Good Reason, as defined below.


 






     


     


    

 


5.           Termination
By Executive.


 


5.1           Termination
by Executive other than for Good Reason.  The Executive may terminate employment with the Company at any time for any reason
or no reason at all, upon three (3) months' advance written notice.  During such notice period the Executive shall continue
to diligently perform all of the Executive's duties hereunder.  The Company shall have the option, in its sole discretion, to
make the Executive's termination effective at any time prior to the end of such notice period as long as the Company pays the Executive
all compensation under Section 3 hereof to which the Executive is entitled up through the actual termination date.  Thereafter
all obligations of the Company shall cease.  Unless the Executive terminates her employment for Good Reason, as provided in
Section 5.2, no Severance or other separation benefits shall be paid to the Executive.


 


5.2           Termination
for Good Reason.  The Executive's termination shall be for Good Reason (as defined below) if the
Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides
the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period.  For
purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence
of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an
executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from
those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary
as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of
Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation
deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits
or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable
to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start
of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to,
any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes
 "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure
or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by
giving written notice within an additional fourteen (14) days.


 


6.           Termination
Obligations.


 


The Executive agrees that on or before termination
of employment, she will promptly return to the Company all documents and materials of any nature pertaining to her work with the Company,
including all originals and copies of all or any part of any Proprietary Information or Inventions (as defined below) along with any and
all equipment and other tangible and intangible property of the Company.  The Executive agrees not to retain any documents or
materials or copies thereof containing any Proprietary Information or Inventions.


 






     


     


    

 


The Executive further agrees that:  (i) all
representations, warranties, and obligations under Articles 6, 7, 8, 9, 10, 11, 12, 14.1, 14.2, 14.3 and 14.4 contained in this Agreement
shall survive the termination of the Initial Period and Extended Period, as applicable; (ii) the Executive's representations, warranties
and obligations under Articles 6, 7, 8, 9, 10, 11, 12, 14.1, 14.2, 14.3 and 14.4 shall also survive the expiration of this Agreement;
and (iii) following any termination of the Initial Period or Extended Period, as applicable, the Executive shall fully cooperate
with the Company in all matters relating to her continuing obligations under this Agreement, including but not limited to the winding
up of pending work on behalf of the Company, the orderly transfer of work to the other employees of the Company, and the defense of any
action brought by any third party against the Company that relates in any way to the Executive's acts or omissions while employed by the
Company.  The Executive also agrees to sign and deliver the Termination Certificate attached hereto as Exhibit A prior
to her termination of employment with the Company.


 


7.           Post-Termination
Activity.


 


7.1           No
Use of Proprietary Information.  The Executive acknowledges that the pursuit of the activities forbidden by this subsection
would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such a breach
would be extremely difficult.  To forestall such disclosure, use, and breach, and in consideration of the employment under this
Agreement, the Executive also agrees that while employed by the Company, and for a period of six (6) months after termination of the Executive's
employment, the Executive shall not, directly or indirectly:


 


(i)           divert
or attempt to divert from the Company or any Affiliate ("Affiliate" shall mean any person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such entity).  For
the purposes of this definition "control" means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise,
and includes (a) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests of such person, (b)
possession directly or indirectly of 50% or more of the voting power of such person or (c) the power directly or indirectly to appoint
a majority of the members of the board of directors or similar governing body of such person, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing) any business of any kind in which it is engaged, including,
without limitation, soliciting business from or performing services for, any persons, company or other entity which at any time during
the Executive's employment by the Company is a client, supplier, or customer of the Company or prospective client, supplier, or customer
of the Company if such business or services are of the same general character as those engaged in or performed by the Company; 


 


(ii)           solicit
or otherwise induce any person to terminate her employment or consulting relationship with the Company or any Affiliate; or


 


(iii)         
engage, invest or assist in any business activity that directly or indirectly competes with any business plan of the Company or any Affiliate.


 


In addition, because the Executive acknowledges
the difficulty of establishing when any intellectual property, invention, or proprietary information is first conceived or developed by
the Executive, or whether it results from access to Proprietary Information or the Company equipment, supplies, facilities, or data, the
Executive agrees that any intellectual property, invention, or proprietary information shall be reported to the Company and, unless proven
otherwise to the reasonable satisfaction of the Company, shall be presumed to be an Invention (as defined below) for the purpose of this
Agreement and shall be subject to all terms and conditions hereof, if reduced to practice by the Executive or with the aid of the Executive
within six (6) months after termination of the Initial Period or Extended Period, as applicable.


 


7.2           No
Competition.  Notwithstanding Section 7.1 above, while employed by the Company and for a period of six (6) months after
the termination of the Executive's employment with the Company for any reason whatsoever, the Executive shall not, directly or indirectly,
as an executive, employer, employee, consultant, agent, principal, partner, manager, stockholder, officer, director, or in any other individual
or representative capacity, engage, aid, counsel or participate in any business within Hong Kong and the People’s Republic of China
that is competitive with the business of the Company or any Affiliate.  Notwithstanding the foregoing, the Executive may own
less than one percent (1%) of any class of stock or security of any corporation listed on an internationally recognized securities exchange
which competes with the Company.


 






     


     


    

 


7.3           Enforceability.  The
covenants of this Article 7 are several and separate, and the unenforceability of any specific covenant shall not affect the provisions
of any other covenant.  If any provision of this Article 7 relating to the time period or geographic area of the restrictive
covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable,
that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised
to reflect the maximum time period or geographic area that such court deems enforceable.


 


7.4           Independent
Covenants.  All of the covenants in this Article 7 shall be construed as an agreement independent of any other provision
in this Agreement, and the existence of any claim or cause of action of the Executive against the Company or any of its Affiliates, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.


 


 


8.           Proprietary
Information.


 


The Executive agrees during her employment with
the Company and within three (3) years thereafter, to hold in strictest confidence and trust, and not to use or disclose to any person,
firm or corporation any Proprietary Information without the prior written consent of the Company, except as necessary in carrying out
her duties as an employee of the Company for the benefit of the Company.  "Proprietary Information" means any
information of a proprietary, confidential or secret nature that may be disclosed to the Executive that relates to the business of the
Company or of any parent, subsidiary, Affiliate, customer or supplier of the Company or any other party with whom the Company agrees to
hold information of such party in confidence ("Relevant Parties").  Such Proprietary Information includes,
but is not limited to, Inventions (as defined below), research, product plans, products, services, business strategies, personnel information,
customer lists, customers, markets, technical information, forecasts, marketing, finances or other business information of the Company
and its Affiliates.  This information shall remain confidential whether it was disclosed to the Executive either directly or
indirectly in writing, orally or by drawings or observation.  The Executive understands that Proprietary Information does not
include any of the foregoing items which has become publicly known and made generally available through no wrongful act of the Executive
or others who were under confidentiality obligations as to the items involved.


 


9.           Former
Employer Information.


 


The Executive agrees that she will not, during
her employment with the Company, improperly use or disclose any proprietary information or trade secrets, or bring onto the premises of
the Company any unpublished document or proprietary information belonging to any former or concurrent employer or other person or entity
(excluding any direct or indirect subsidiary of the Company).


 


 


10.         Third
Party Information.


 


The Executive recognizes that the Company has received
and in the future will receive confidential or proprietary information from third parties.  The Executive agrees to hold all
such confidential or proprietary information in the strictest confidence and trust, and not to disclose it to any person, firm or corporation
or to use it except as necessary in carrying out her work for the Company consistent with the Company's agreement with such third party.


 


11.         No
Conflict.


 


The Executive represents and warrants that the
Executive's execution of this Agreement, her employment with the Company, and the performance of her proposed duties under this Agreement
shall not violate any obligations she may have to any former employer or other party, including any obligations with respect to proprietary
or confidential information or intellectual property rights of such party or require the consent or approval of any third party.


 






     


     


    

 


12.         Inventions.


 


12.1           Inventions
Retained and Licensed.  The Executive has attached, as Exhibit B, a list describing all inventions, original
works of authorship, developments, improvements, and trade secrets which were made by the Executive prior to the Executive's employment
with the Company ("Prior Inventions"), which belong to the Executive, and which relate to the Company's actual and/or
proposed business, products or research and development.  If, in the course of her employment with the Company, the Executive
incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which the Executive has an interest,
the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.


 


12.2           Assignment
of Inventions.  The Executive agrees that she will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby irrevocably assigns to the Company, or its designee, all the Executive's right,
title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, drawings,
discoveries, ideas, formulas, processes, compositions of matter, software, databases, mask works, computer programs (including all source
codes) and related documentation, algorithms, engineering and reverse engineering, technology, hardware configuration information, logos,
trade names, trademarks, patents, patent applications, copyrights, trade secrets or know-how, which the Executive may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice ("Inventions"),
while the Executive is employed by the Company.  The Executive further acknowledges that all original works of authorship which
are made by the Executive (solely or jointly with others) within the scope of and during her employment with the Company and which are
protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act and that
the Company will be considered the author and owner of such works.  The Executive understands and agrees that the decision whether
or not to commercialize or market any Invention developed by the Executive solely or jointly with others is within the Company's sole
discretion and for the Company's sole benefit and that no royalty will be due to the Executive as a result of the Company's efforts to
commercialize or market any such Invention.


 


12.3           Waiver
of Moral Rights.  To the utmost extent legally permitted, the Executive also hereby forever waives and agrees never to assert
any and all Moral Rights (as defined below) he may have in or with respect to any Invention, even after termination of her work on behalf
of the Company.  "Moral Rights" mean any rights to claim authorship of an Invention to object to or prevent
the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any
similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a "moral right."


 


12.4           Maintenance
of Records.  The Executive agrees to keep and maintain adequate and current written records of all Inventions made by the
Executive (solely or jointly with others) during the Executive's employment with the Company.  The records will be in the form
of notes, sketches, drawings, and any other format that may be specified by the Company.  The records will be provided to, and
remain the sole property of, the Company at all times.


 


12.5           Patent
and Copyright Registrations.  The Executive agrees to assist the Company, or its designee, at the Company's expense, in
every proper way, to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights, trade secret rights
or other intellectual property rights relating thereto in any and all countries.  The Executive will disclose to the Company
all pertinent information and data which the Company deems necessary for the execution of all applications, specifications, oaths, assignments
and execute all instruments necessary to apply for and obtain such rights and in order to assign and convey to the Company, its successors,
assigns, and nominees, the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, mask work
rights, or other intellectual property rights relating thereto.  The Executive further agrees that the Executive's obligation
to execute or cause to be executed, when it is in the Executive’s power to do so, any such instrument or papers shall continue after
the termination of this Agreement.  If the Company is unable, because of the Executive's mental or physical incapacity or for
any other reason, to secure her signature to apply for or to pursue any application for any patents or copyright registrations covering
the Inventions assigned to the Company as above, then the Executive hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as her agent and attorney in fact, to act for and in the Executive's behalf and stead to execute and file
any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters, patent or copyright
registrations thereon with the same legal force and effect as if executed by the Executive.


 






     


     


    

 


13.         Alternative
Dispute Resolution.


 


Except with respect to any proceeding brought under Section 7 hereof,
the Company and Executive mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof,
or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne
equally by the parties hereto. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim
or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in
Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity,
interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating
to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC)
under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted , as modified by the HKIAC Procedures for the
Administration of International Arbitration. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall
be in Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.


 


14.         Miscellaneous.


 


14.1           Continuing
Obligations.  The obligations in this Agreement will continue in the event that the Executive is hired, renders services
to or for the benefit of or is otherwise retained at any time by any present or future Affiliates of the Company.  Any reference
to the Company in this Agreement will include such Affiliates.  Upon the expiration or termination for any reason whatsoever
of this Agreement, the Executive shall forthwith resign from any employment of office with an Affiliate of the Company unless the board
of directors of the Company requests otherwise.


 


14.2           Notification.  The
Executive hereby authorizes the Company to notify her actual or future employers of the terms of this Agreement and her responsibilities
hereunder.


 


14.3           Name and
Likeness Rights.  The Executive hereby authorizes the Company to use, reuse, and to grant others the right to use and reuse,
her name, photograph, likeness (including caricature), voice, and biographical information, and any reproduction or simulation thereof,
in any media now known or hereafter developed (including but not limited to film, video and digital or other electronic media), both during
and after her employment, for whatever purposes the Company deems necessary.


 


14.4           Injunctive
Relief. The Executive understands that in the event of a breach or threatened breach of this Agreement by her, the Company
may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.


 


14.5           Entire
Agreement.  This Agreement, including the exhibits attached hereto, is intended to be the final, complete, and exclusive
statement regarding their subject matter, except for other agreements specifically referenced herein.  Unless otherwise specifically
provided for herein, this Agreement supersedes all other prior and contemporaneous agreements and statements pertaining to this subject
matter, and may not be contradicted by evidence of any prior or contemporaneous statements or agreements.  To the extent that
the practices, policies, or procedures of the Company, now or in the future, apply to the Executive and are inconsistent with the terms
of this Agreement, the provisions of this Agreement shall control.


 






     


     


    

 


14.7           Amendments,
Renewals and Waivers.  This Agreement may not be modified, amended, renewed or terminated except by an instrument in writing,
signed by the Executive and by a duly authorized representative of the Company other than the Executive.  No failure to exercise
and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of
any other right, remedy, or power provided herein or by law or in equity.


 


14.8           Assignment;
Successors and Assigns.  The Executive agrees that she will not assign, sell, transfer, delegate or otherwise dispose of,
whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall the Executive's
rights be subject to encumbrance or the claims of creditors.  Any purported assignment, transfer, or delegation shall be null
and void.  Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation,
or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement
and the performance of its obligations hereunder to any successor in interest.  In the event of a change in ownership or control
of the Company, the terms of this Agreement will remain in effect and shall be binding upon any successor in interest.  Notwithstanding
and subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated
above.


 


14.9           Indemnification. The
Company shall indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred
or sustained by the Executive in connection with any action, suit or proceeding to which she may be made a party by reason of being an
officer, director or employee of the Company or of any subsidiary or affiliate of the Company or any other corporation for which the Executive
serves in good faith as an officer, director, or employee.  The Company will cover Executive under its directors and officers liability
insurance in the same amount and to the same extent as the Company covers its other officers and directors.


 


14.10         Notices. All
notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered or mailed if delivered personally or by nationally recognized courier or mailed by registered mail (postage
prepaid, return receipt requested) or by telecopy to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):


 


	To:	Company
	Contact Address:	Takung Art Co., Ltd
	 	Room 709, Tower 2, Admiralty Center, No. 18 Harcourt Road, Admiralty, Hong Kong
	Attention:	Chui Kam Ng, Chief Financial Officer
	 	 
	To:	Executive
	Contact Address:	Room 709, Tower 2, Admiralty Center, No. 18 Harcourt Road, Admiralty, Hong Kong
	 	 
	Attention:	Kwok Leung Paul Li  


 


14.11         Waiver
of Immunity.  To the extent that any Party (including its assignees of any such rights or obligations hereunder) may be
entitled, in any jurisdiction, to claim for itself (or himself or herself) or its revenues or assets or properties, immunity from service
of process, suit, the jurisdiction of any court, an interlocutory order or injunction or the enforcement of the same against its property
in such court, attachment prior to judgment, attachment in aid of execution of an arbitral award or judgment (interlocutory or final)
or any other legal process, and to the extent that, in any such jurisdiction there may be attributed such immunity (whether claimed or
not), such Party hereby irrevocably waives such immunity.


 






     


     


    

 


14.12         Severability;
Enforcement.  If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an
arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced (by blue-penciling
or otherwise) to the maximum extent permissible under applicable law, and the remainder of this Agreement and such provision as applied
to other persons, places, and circumstances shall remain in full force and effect.


 


14.13         Governing
Law.  This Agreement shall in all respects be construed and enforced in accordance with and governed by the laws of Hong
Kong, without regard to principles of conflict of laws.


 


14.14         Interpretation.  This
Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party.  Sections
and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation
of this Agreement.  Whenever the context requires, references to the singular shall include the plural and the plural the singular.  References
to one gender include both genders.


  


14.15         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which
together shall constitute one and the same instrument.


 




     


     


    

 





EXECUTIVE ACKNOWLEDGEMENT.  The Executive
acknowledges (i) that she has consulted with or has had the opportunity to consult with independent counsel of her own choice concerning
this Agreement and has been advised to do so by the Company, and (ii) that she has read and understands the Agreement, is fully aware
of its legal effect, and has entered into it freely based on her own judgment.  The Executive hereby agrees that her obligations
set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall be equally
applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company prior to the execution
of this Agreement.


 


The parties have duly executed this Agreement as
of the date first written above.


 	 	EXECUTIVE:
	 	 	 	 
	 	 	 	 
	 	 /s/ Kwok Leung Paul Li  	 
	 	Name: 	Kwok Leung Paul Li  	 
	 	 	 	 
	 	 	 	 
	 	COMPANY:
	 	 	 	 
	 	Takung Art Co., Ltd
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Chui Kam Ng	 
	 	Name: 	Chui Kam Ng	 
	 	Title:  	Chief Financial Officer	 



 



 




     


     


    

 





EXHIBIT A


 


TERMINATION CERTIFICATE


 


This is to certify that I have returned all property of Takung Art
Co., Ltd (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models,
drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any
means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company,
and that I did not make or distribute any copies of the foregoing.


 


I further certify that I have reviewed the Executive Employment Agreement
(the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including,
without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived
or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining
to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv)
not acting as the legal representative or an executive officer of any other company within and outside Hong Kong, and (v) the reporting
of any remuneration paid to me due to any employment or self-employment during the severance period, if any.  This certificate
in no way limits my responsibilities or liabilities to the Company or the Company's rights under the Agreement.


 


On termination of my employment with the Company, I will be employed
by [name of new employer] in the [division name] division and I will be working in connection with the
following projects:


 


[generally describe the projects]


 


	 
	 
	 
	 


 


 


	Date:	 	 	 
	 	 	 	Print Executive's Name
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Executive's Signature


 







     


     


    

 





EXHIBIT B


 


LIST OF PRIOR INVENTIONS


AND ORIGINAL WORKS OF AUTHORSHIP


 


 





	 	Title 	Date 	Identifying
    Number or Brief Description	 


 


 





	X		No inventions or improvements
			Additional Sheets Attached



 


	Signature of Executive:	/s/	 
	Printed Name of Executive: 	Kwok Leung Paul Li  	 
	Date: