Exhibit
10.11


 


HyreCar
Inc. 


355
South Grand Avenue, Suite 1650


Los
Angeles, California 90071


 


 


June
21, 2018


  


Kit
Tran


 


Dear
Mr. Tran:


 


HyreCar
Inc., a Delaware corporation (the “Company”), is pleased to offer you employment as its Chief Marketing Officer,
reporting to the Company’s Chief Executive Officer. This is an offer of at will employment and is subject to the terms and
conditions set forth in this letter agreement (this “Letter Agreement”) and may be terminated by the Company
at any time, for any reason, with or without Cause (defined below) subject to the conditions set forth herein.


 


		1.	Position.
                                         Your title will be Chief Marketing Officer. This is a full-time position. Your anticipated
                                         duties are more particularly described in Exhibit A attached hereto. While you
                                         are an employee of the Company, you will not engage in any other employment, consulting
                                         or other business activity (whether full-time or part-time) or serve as a director on
                                         the board of any other company (“External Activities”) in each case
                                         which (a) would create a conflict of interest with the Company, or (b) is not approved
                                         by the Board in a written acknowledgment. By signing this Letter Agreement, you confirm
                                         to the Company that you currently have no such External Activities other than as disclosed
                                         and agreed to on Exhibit B and that you have no contractual commitments or other
                                         legal obligations that would prohibit you from performing or would materially limit your
                                         capability to perform your duties for the Company.



 


		2.	Term.
                                         Subject to earlier termination as hereinafter provided, your employment hereunder
                                         shall be for an initial term of one year (“Term”). Notwithstanding
                                         the Term, either you or the Company may terminate your employment hereunder other than
                                         for (and without stating any) Cause (defined below) at any time upon notice to you. In
                                         the event of such termination by the Company you shall be entitled to receive (a) your
                                         base salary through the date of termination, (b) any other compensation and benefits
                                         to the extent actually earned by you under any benefit plan or program of the Company
                                         as of the date of such termination and (c) an amount equal to that due for the remainder
                                         of the initial one-year term or six (6) months of your then base salary, whichever is
                                         less, subject to your execution and return to the Company of a timely and effective release
                                         of claims in the form attached hereto and marked Exhibit C (the “Release
                                         of Claims”) within sixty (60) days of the date of termination. In the case of contract
                                         renewal you are only entitled to receive three (3) months’ severance if termination
                                         occurs without cause. The Release of Claims creates legally binding obligations and the
                                         Company therefore advises you to consult an attorney before signing it. The Company may
                                         also terminate your employment hereunder for Cause at any time upon notice to you setting
                                         forth in reasonable detail the nature of such Cause. For purposes of this Agreement,
                                         “Cause” shall be limited to: (i) your indictment, charge or conviction
                                         of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving
                                         fraud or material financial dishonesty or (C) any other crime involving moral turpitude
                                         that might be reasonably expected to, or does, materially adversely affect the Company
                                         or any of its Affiliates (as defined below), whether that effect is to economics, to
                                         reputation or otherwise; (ii) your gross negligence or willful misconduct with regard
                                         to the Company or any of its Affiliates, which has a material adverse impact on the Company
                                         or its Affiliates, whether economic or to reputation or otherwise; (iii) your refusal
                                         or willful failure to substantially perform your duties or to follow a material lawful
                                         written directive of the Board or its designee within the scope of your duties hereunder
                                         which in either case remains uncured or continues after ten (10) days’ written
                                         notice from the Board which references the potential for a “for Cause” termination
                                         and specifies in reasonable detail the nature of the refusal or willful failure which
                                         must be cured; (iv) your theft, fraud or any material act of financial dishonesty
                                         related to the Company or any of its Affiliates; (v) your breach or violation of
                                         those provisions of this Agreement setting forth your obligations with respect to confidentiality
                                         and non-solicitation; or (vii) your breach of any other material provision of this
                                         Letter Agreement, subject to the same notice and opportunity to cure requirements set
                                         forth in (iii) above. In the event of such termination, the Company shall have no obligation
                                         to the Executive under this Agreement other than any base salary earned but not paid
                                         through the date of termination and any business expenses incurred by you but un-reimbursed
                                         on the date of termination. This agreement shall renew for successive terms of one year
                                         at the same terms unless written notice is provided to the other party of a desire to
                                         re-negotiate terms at least 30 days in advance of the expiration of any initial or subsequent
                                         term, in which case the terms in effect will remain so until and unless there is mutual
                                         agreement to any proposed modifications, with terms then in effect remaining so through
                                         the end of any existing term and thereafter until a new agreement is reached or the relationship
                                         terminated, whichever occurs first.



 






     

     


    

 


		3.	Cash
                                         Compensation. The Company will initially pay you a base salary at the annual rate
                                         of $96,000, payable in accordance with the Company’s standard payroll schedule.
                                         The Company will increase your base salary to an annual rate of $144,000 upon completion
                                         of any initial public offering by the Company or by August 31, 2018, whichever occurs
                                         first. In addition, subject to the discretion of the Board, you will be considered for
                                         an annual incentive bonus, typically for each fiscal year of the Company.






 


		4.	Employee
                                         Benefits. As a regular employee of the Company, you will be eligible to participate
                                         in Company-sponsored benefits, as in effect from time to time. In addition, you will
                                         be entitled to paid vacation and sick time in accordance with the Company’s policies,
                                         as in effect from time to time.



 


		5.	Stock
                                         Options. Subject to Board approval, you will be granted an option (the “Option”)
                                         to purchase up to 140,000 shares of the Company’s common stock, par value $0.00001
                                         per share (the “Shares”) under the Company’s 2018 Equity Incentive
                                         Plan (the “Plan”). The Option will be subject to the terms and conditions
                                         of the Plan, as set forth in the Plan and any applicable Stock Option Agreement. Subject
                                         to the terms of forfeiture, termination and acceleration provided for in the Plan, the
                                         Option shall vest as follows: (i) 33% shall vest upon your execution of this Letter Agreement
                                         and (ii) the remaining 67% shall vest and become exercisable in 8 successive equal quarterly
                                         installments.



 


		6.	Nondisclosure
                                         of Confidential Information. You shall not, without the prior written consent of
                                         the Board, use, divulge, disclose or make accessible to any other person, any Confidential
                                         Information pertaining to the business or affairs of the Company, except (i) while employed
                                         by the Company, in the business of and for the benefit of the Company, or (ii) when required
                                         to do so by a court of competent jurisdiction, by any governmental agency having supervisory
                                         authority over the business of the Company, or by any administrative body or legislative
                                         body with jurisdiction to order you to divulge, disclose or make accessible such information.
	 	 	 
	 	 	For
                                         purposes hereof, “Confidential Information” shall mean non-public information
                                         concerning financial data, strategic business plans, sales or marketing plans, or other
                                         proprietary marketing data, proprietary information, contracts or agreements with customers,
                                         vendors or consultants, and all other non-public, proprietary and confidential information
                                         of the Company that in any case is not otherwise available to the public (other than
                                         by your breach of the terms hereof).



 






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		7.	Non-Solicitation.
                                         In consideration of your employment with the Company, participation in any stock,
                                         bonus or other incentive compensation plans of the Company, which you acknowledge is
                                         of direct benefit to you, you hereby covenant that, during the period commencing on the
                                         date hereof and ending on the one (1) year anniversary of your termination (the “Restricted
                                         Period”), you shall not directly or indirectly, through any other person, use
                                         the Company’s proprietary, trade secret or confidential information to:



 


		(i)	employ,
                                         solicit or induce any individual who is, or was at any time during the one (1) year period
                                         prior to your termination, an employee or consultant of the Company, (2) cause such individual
                                         to terminate or refrain from renewing or extending his or her employment by or consulting
                                         relationship with the Company, or (3) cause such individual to become employed by or
                                         enter into a consulting relationship with the Company and its Affiliates or any other
                                         individual, person or entity; or



 


		(ii)	solicit,
                                         persuade or induce any Customer to terminate, reduce or refrain from renewing or extending
                                         its contractual or other relationship with the Company in regard to the purchase of products
                                         or services, performed, manufactured, marketed or sold by the Company or any other person
                                         in regard to the purchase of products or services similar or identical to those performed,
                                         manufactured, marketed or sold, by the Company. For purposes hereof, “Customer”
                                         means any individual, person or entity which is a customer of the Company or which was
                                         a customer of the Company within one (1) year prior to the termination of employment
                                         hereunder.



 


		8.	Non-Disparagement.
                                         Company and You mutually agree that neither shall (i) in any way publicly disparage you
                                         or the Company (including, without limitation, its equity holders, officers, directors,
                                         employees, agents or Affiliates), (ii) cause embarrassment or public humiliation to such
                                         persons or (iii) make any public statement that is adverse, inimical or otherwise detrimental
                                         to the interests of any such persons or the Company’s business at any time, including
                                         without limitation, during periods after the termination of this Agreement.



 


		9.	Tax
                                         Matters. All forms of compensation referred to in this Letter Agreement are subject
                                         to applicable withholding and payroll taxes and other deductions required by law. You
                                         acknowledge and agree that you should obtain your own tax advice regarding your compensation
                                         from the Company. You agree that the Company does not have a duty to design its compensation
                                         policies in a manner that minimizes your tax liabilities, and you will not make any claim
                                         against the Company or its Board related to tax liabilities arising from your compensation.



 






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		10.	Interpretation,
                                         Amendment and Enforcement. This Letter Agreement, including all exhibits attached
                                         hereto, supersedes and replaces any prior agreements, representations or understandings
                                         (whether written, oral, implied or otherwise) between you and the Company and, along
                                         with the Plan and the Stock Option Agreement hereinabove referenced, constitutes the
                                         entire agreement between you and the Company regarding the subject matter set forth herein.
                                         This Letter Agreement may not be amended or modified, except by an express written agreement
                                         signed by both you and a duly authorized officer of the Company. The terms of this Letter
                                         Agreement and the resolution of any disputes as to the meaning, effect, performance or
                                         validity of this Letter Agreement or arising out of, related to, or in any way connected
                                         with, this Letter Agreement, your employment with the Company or any other relationship
                                         between you and the Company (the “Disputes”) will be governed by California
                                         law, excluding laws relating to conflicts or choice of law. You and the Company submit
                                         to the exclusive personal jurisdiction of the federal and state courts located in Los
                                         Angeles County, California, in connection with any Dispute or any claim related to any
                                         Dispute. You acknowledge and agree that if any term or provision of this Agreement is
                                         deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of
                                         this Agreement shall continue in full force and effect. In any dispute arising out of
                                         or related to this Agreement or any claimed breach thereof, the prevailing party will
                                         be entitled to recover its attorneys’ fees and costs.



 


Please
contact me if you have any questions or concerns.


 


Sincerely,





 


	HyreCar Inc.	 
	 	 
	/s/
    Joseph Furnari	 
	Joseph Furnari, Chief Executive
    Officer	 


 


 


I
have read and understood, and hereby accept this employment offer:


 


	/s/
    Kit Tran	 
	Kit Tran, an individual	 
	 	 
	June
    21, 2018	 
	Date	 







 






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EXHIBIT
A


 


		1.	Job
                                         description - As Chief Marketing Officer (CMO) you will be responsible for overseeing
                                         the planning, development and execution of the Company’s marketing, communications
                                         and advertising initiatives. You will report directly to the Chief Executive Officer.
                                         Your primary responsibility will be to generate revenue by increasing sales through successful
                                         marketing for the entire organization, using market research, digital marketing channels,
                                         advertising and public relations. Secondary responsibilities include product development,
                                         new business development and customer service. Ultimately you are responsible for creating
                                         a consistent message, and communicating that message across all channels and to targeted
                                         audiences in order to meet marketing and branding objectives.



 


		2.	Expected
                                         Hours – With the exception of the activities identified in Exhibit B hereto,
                                         You agree to devote your full business time, attention
                                         and best efforts to the business of the Company during normal business hours during the
                                         employment relationship. Your hours will be flexible but in general you will be expected
                                         to be available for work activities at all times during Company’s normal business
                                         hours from 8:30am to 5:30pm, Monday through Friday. As an exempt
                                         salaried employee however, you may be required to work additional hours depending on
                                         the nature of your work assignments and projects. You will have the option of
                                         working remotely a minimum of one (1) day a week and such additional days in excess thereof
                                         upon advance notice and mutually satisfactory arrangements being made therefor. Company
                                         will also insure flexibility for your photography school and class schedules. 



 


		3.	Specific
                                         Projects – You will be responsible for completing the following projects that
                                         are ranked in order of priority from high to low.



 


		a.	Communications
                                         Planning – Oversee branding, advertising and public-facing communications:



 


		i.	General
                                         PR



 


		1.	PR
                                         to increase brand visibility, site visitation, consumer awareness and general positive
                                         affinity



 


		2.	Oversee
                                         social media communications across social stack, both paid and organic providing feedback
                                         for improvement to functional teams



 


		3.	Oversee
                                         PR agencies and coordinate communication to be in-line with company brand and messaging



 


		ii.	IR



 


		1.	Instill
                                         confidence in HyreCar’s value proposition and narrative to current and potential
                                         investors by delivering the following



 


		a.	Investor
                                         section on HyreCar site(s) that provides current information, contact and outreach



 


		b.	Communication
                                         that reinforces HyreCar brand equity



 






    	 	A-1	 



     


    

 


		iii.	Branding



 


		1.	Develop
                                         branding from time to time that upgrades HyreCar’s brand perception, trust, credibility
                                         and interaction rates



 





		a.	Rebranding
                                         to include where appropriate, mission statement, values, visions, and visual design language



 


		b.	Internal
                                         communications guidelines



 


		b.	User
                                         Experience Redesign(August – Company wants site user experience that delivers
                                         the following items iteratively, with specific targets determined based on organization’s
                                         quarterly and annuals goals.



 


		i.	Baseline
                                         measurements to be achieved with qualitative and areas to be agreed upon to show material
                                         improvement



 


		1.	Increased
                                         investor confidence and brand affinity



 


		2.	Enhanced
                                         new consumer experience



 


		a.	Improved
                                         new user experience, including more efficient acquisition cycle that maximizes technology
                                         to



 


		i.	Increase
                                         lead conversion rates



 


		ii.	Increase
                                         booking volume



 


		3.	Improved
                                         returning customer experience including



 


		a.	Improved
                                         retention rates



 


		b.	Better
                                         qualitative user sentiment based on user interaction



 


		c.	Increased
                                         use of flow and technology to achieve results



 


		d.	Reduction
                                         of operational costs and overhead tied to human capital due to improved efficiency and
                                         efficacy of technology



 


		4.	Specific
                                         Site/App Features include



 


		a.	Improved
                                         site search



 


		b.	Navigational
                                         and User Experience functionality



 


		c.	Functional
                                         and intuitive marketplace experience



 


		d.	User
                                         trust scores that materially improve over time



 


		e.	Integrated
                                         communications within HyreCar functional ecosystems through customer lifecycle



 


		f.	Investor
                                         relations section that instills confidence in HyreCar



 


		g.	Information
                                         that informs, helps and generates trust and drives revenue with



 


		i.	Investors



 


		ii.	Vehicle
                                         Owners



 


		iii.	Commercial
                                         Fleet Owners



 


		iv.	End
                                         Users



 


		v.	General
                                         Audience



 






    	 	A-2	 



     


    

 





		ii.	Product
                                         Management



 


		1.	Increased
                                         involvement in product management



 


		a.	Better
                                         utilization of resources to



 


		i.	Improve
                                         human capital efficiency



 


		ii.	Deliver
                                         a technologically advanced product including



 


		1.	Web-based
                                         site experience through entire consumer lifecycle



 


		2.	App-based
                                         experience through entire lifecycle



 


		c.	Organic
                                         booking increases– A revamp of our site creates trust, but may not increase
                                         organic booking flow. Company needs a plan and implementation (including logistics given
                                         current headcount and resources) as to how to systematically implement the following,
                                         as targeted quarterly and annual metrics, based on company needs by September of 2018.



 


		i.	An
                                         accurate measure of organic booking flow by customer segment (demographic, geo location,
                                         age...etc), on-line campaign, off-line campaign.



 


		ii.	Testing
                                         where customers are falling off in the booking process; improve that process, test, repeat.



 


		iii.	Metrics
                                         delivered to a dashboard to show improvements on a quarterly, monthly, weekly, daily
                                         basis.



 


		d.	Executive
                                         dashboards automated and updated daily – Company dashboards and metrics
                                         automatically updated with information available on-demand to be completed by October
                                         of 2018.



 


		e.	Identify
                                         speaking engagements, events, conferences, trade shows and plan our year around those
                                         road shows – This is a collaborative effort with the other executive officers
                                         of the Company, but you will be have primary responsibility regarding execution and delivery.






 






    	 	A-3	 



     


    

 


EXHIBIT
B


 


	1.	Activities
    as Principal of DMA Capital, Inc. dba Programmatico Media Services (pre-existing business I own and operate and through which
    I currently provide freelance marketing and media consulting services to several other companies in the medical, fashion and
    entertainment industry spaces on an as needed basis, through none of these client companies are or will be competitive with
    HyreCar.)




  






    	 	B-1	 



     


    

 


EXHIBIT
C


 


RELEASE
OF CLAIMS


 


FOR
AND IN CONSIDERATION OF the any consideration that I am eligible to receive under my employment agreement with the Company as
the result of any termination other than for cause during its term, which is conditioned, inter alia, on my signing this Release
of Claims and to which I am not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives
and assigns, and all others connected with or claiming through me, hereby release and forever discharge the Company and its Affiliates
(defined, as to any person, as someone who directly or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified. With respect to any natural person, the term Affiliate shall also include
any member of said person’s immediate family, any family limited partnership or similar entity for said person and any trust,
voting or otherwise, of which said person is a trustee or of which said person or any of said person’s immediate family
is a beneficiary. With respect to any trust, the term Affiliate shall also include any beneficiary or trustee of such trust. For
purposes of the foregoing, the term “control” and variations thereof means the possession of the power to direct or
cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract
or otherwise) and all of their respective past, present and future officers, directors, trustees, shareholders, employees, agents,
general and limited partners, members, managers, joint venturers, representatives, successors and assigns, and all others connected
with any of them (all of the foregoing, collectively, the “Released”), both individually and in their official
capacities, from any and all causes of action, rights and claims of any type or description, known or unknown, which I have had
in the past, now have, or might now have, through the date of my signing of this Release of Claims, including without limitation
any causes of action, rights or claims in any way resulting from, arising out of or connected with my employment by the Company
or any of its Affiliates or the termination of that employment or pursuant to any federal, state or local law, regulation or other
requirement, including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,
the Americans with Disabilities Act and the fair employment practices laws of the state or states in which I have been employed
by the Company or any of its Affiliates, each as amended from time to time (all of the foregoing, in the aggregate, “Claims”).


 


In
signing this Release of Claims, I expressly waive and relinquish all rights and benefits afforded by Section 1542 of the
Civil Code of the State of California, and do so understanding and acknowledging the significance of such specific waiver of Section 1542,
which Section states as follows:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


Thus,
notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge
of the Released, I expressly acknowledge that this Release of Claims is intended to include in its effect, without limitation,
all Claims which I do not know or suspect to exist in my favor at the time of execution hereof, and that this Release of Claims
contemplates the extinguishment of all such Claims.


 






    	 	C-1	 



     


    

 


Excluded
from the scope of this Release of Claims is (i) any claim arising under the terms of the Agreement after the effective date
of this Release of Claims, (ii) any right of indemnification by or contribution from the Company that I am entitled to, including
without limitation any such right pursuant to the Certificate of Incorporation or By-Laws of the Company, and (iii) Executive’s
rights to receive distributions of any vested benefits under any 401(k) plan or any other savings or retirement plan in accordance
with the terms of such plans.


 


In
signing this Release of Claims, I acknowledge my understanding that I may not sign it prior to the termination of my employment,
but that I may consider the terms of this Release of Claims for up to twenty-one (21) days (or such longer period as the
Company may specify) from the date my employment with the Company terminates, before signing, dating and returning this Release
of Claims to the Company, 355 South Grand Avenue, Suite 1650, Los Angeles, California 90071, Attention: Chief Executive Officer,
with a copy to Mitchell, Silberberg & Knupp, 11377 W. Olympic Blvd., Los Angeles, CA 90064, Attn: Nimish Patel, Esq., or to
such other address as the Company may specify. I also acknowledge that I am advised by the Company and its Affiliates to seek
the advice of an attorney prior to signing this Release of Claims; that I have had sufficient time to consider this Release of
Claims and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing;
and that I am signing this Release of Claims voluntarily and with a full understanding of its terms.


I
further acknowledge that, in signing this Release of Claims, I have not relied on any promises or representations express or implied,
that are not set forth expressly in the Agreement.


 


I
understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written
notice to the Company at the address above (with the copies as specified above), or to such other address as the Company party
may specify and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and
only if I have not timely revoked it. Any amounts due me in exchange for this Release of all claims will be presumptively due
and payable in full within thirty (30) business days following my execution of this form of release or pursuant to the timing
set forth in any other form contemporaneously negotiated in lieu thereof.


 


Intending
to be legally bound, I have signed this Release of Claims as of the date written below.


 


	Signature: 
	

         
	 
	 	 	 
	Date Signed:	 
	 


 


 


C-2