This DIRECTOR AGREEMENT is made as of this
18th day of December 2019 (the “Agreement”), by and between Urban Tea, Inc., under the laws of the British Virgin Islands
(the “Company”) and Qinbai Zhou (the “Director”).
WHEREAS, the Company wishes to appoint
the Director as a non-executive member of the Board of Directors of the Company and enter into an agreement with the Director with
respect to such appointment; and
WHEREAS, the Director wishes to accept
such appointment and to serve the Company on the terms set forth herein, and in accordance with, the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed as non-executive member
of the Board of Directors (the “Board”) to fill an existing but now vacant directorship and the Director hereby agrees
to serve the Company in that position upon the terms and conditions hereinafter set forth, provided, however, that the Director’s
continued service on the Board after the initial term on the Board shall be subject to any necessary approval by the Company’s
During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director
shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested
by the Board, make himself/herself available to the Company at mutually convenient times and places, attend external meetings
and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority
commensurate to such position.
The Director will use his/her best efforts
to promote the interests of the Company. The Company recognizes that the Director (i) is a full-time executive employee of another
entity and that his/her responsibilities to such entity must have priority and (ii) sits on the Board of Directors of other entities.
Notwithstanding same, the Director will use reasonable business efforts to coordinate his/her respective commitments so as to fulfill
his/her obligations to the Company and, in any event, will fulfill his/her legal obligations as a director. Other than as set forth
above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could
materially interfere with the performance of his/her duties, services and responsibilities hereunder or which is in violation of
the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his/her
activities on behalf of (i) his/her current employer and its affiliates or (ii) the Board of Directors of those entities on which
3. Board Committees.
The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities
Remuneration. During the Directorship Term the Director shall receive the following compensation and benefits: An annual salary
Term. The “Directorship Term”, as used in this Agreement, shall mean the period commencing on the date hereof
and terminating on the earliest of the following to occur:
(a) one (1) year from
the date hereof, subject to a one (1) year renewal term upon re-election by a majority of the shareholders of the Company;
(b) the death of the
(c) the termination
of the Director from the position of member of the Board by the mutual agreement of the Company and the Director;
(d) the removal of
the Director from the Board by the shareholders of the Company;
(e) the resignation
by the Director from the Board if after the date hereof, the Chief Executive Officer of his/her current employer determines that
the Director’s continued service on the Board conflicts with his/her fiduciary obligations to his/her current employer (a
“Fiduciary Resignation”); and
(f) the resignation
by the Director from the Board if the board of directors or the Chief Executive Officer of his/her current employer requires the
Director to resign and such resignation is not a Fiduciary Resignation.
Representation and Acknowledgment. The Director represents to the Company that his/her execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that she may have with or to any person or entity,
including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other
agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.
(a) Unauthorized Disclosure.
The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed
to and receive information relating to the confidential affairs of the Company, including but not limited to technical information,
business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions,
development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company
to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the
Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any
third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no
such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry
other than as a result of the Director’s breach of his/her obligations hereunder and (ii) the Director may, after giving
prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required
by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company
all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise
submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior
to the Directorship Term, provided that, the Company shall retain such materials and make them available to the Director if requested
by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the
reasonable satisfaction of the Company that the materials are necessary to his/her defense in the litigation, and (ii) the confidentiality
of the materials is preserved to the reasonable satisfaction of the Company.
During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship
Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.
(c) Non-Compete. The
Director shall not, so long as he or she is a member of the Board and for a period of 12 months following termination of this Agreement
for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate
officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or
have any connection with any business or venture that is engaged in any activities involving services or products which compete,
directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or
affiliates; provided, however, that the Director may own securities of any public corporation which is engaged in such business
but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as the
Director has no active role in the publicly owned company as director, employee, consultant or otherwise.
(d) Remedies. The Director
agrees that any breach of the terms of this Section 7 would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat
of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened
breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having
to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this
paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof,
including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have
entered into this Agreement had the Director not agreed to the provisions of this Section 7.
The provisions of this Section 7 shall
survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the
Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of this Section 7.
The Company agrees to indemnify the Director for his/her activities as a director of the Company to the fullest extent permitted
by law, and to cover the Director under any directors and officers liability insurance obtained by the Company. Further, the Company
and the Director agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company
and its other Board members.
of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either
the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance
with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested; to:
If to the Company:
Urban Tea, Inc.
Huakun Times Plaza, Room 1118, Floor 11
No. 200, Erduan, East Xiang Fu Road
Yuhua District, Changsha, China
If to the director:
303 Yunxi Road
Yuelu District, Changsha, China
Either of the parties hereto may change
their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.
Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns.
Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or
any portion of this Agreement without the prior written consent of the other party.
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as
to such subject matter.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall
be heard and determined in any New York state or federal court and the parties hereto hereby consent to the jurisdiction of such
courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless
prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of
such action or proceeding through mediation by an independent third party.
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute, if the Director’s position in such Dispute was found by the court, arbitrator or
other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing
duly signed by the party to be charged.
and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used
in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference,
are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
(remainder of this page intentionally left blank)
IN WITNESS WHEREOF, the Company has caused this Director Agreement
to be executed by authority of its Board of Directors, and the Director has hereunto set his/her hand, on the day and year first
|URBAN TEA, INC.
||/s/ Long Yi
||Chief Executive Officer
|/s/ Qinbai Zhou