Exhibit 10.1


 


DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT
is made as of this 22nd day of November 2018 (the "Agreement"), by and between Delta Technology Holdings Limited, under
the laws of the British Virgin Islands (the "Company") and Lizhong Zhang (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:


 


1.          Position.
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
stockholders.


 


2.          Duties.
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 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 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 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 respective commitments
so as to fulfill his obligations to the Company and, in any event, will fulfill his 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 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
activities on behalf of (i) his current employer and its affiliates or (ii) the Board of Directors of those entities on which she
sits.


 


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 necessary thereunder.


 


4.          Monetary
Remuneration. During the Directorship Term the Director shall receive the following compensation and benefits: A fee of U.S
$8,000 and 10,000 ordinary shares of the Company per year, the cash payments shall be paid in the first week of each quarter.


 


5.          Directorship
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 Director ("Death");


 


(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 current employer determines
that the Director's continued service on the Board conflicts with his fiduciary obligations to his 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 current employer requires
the Director to resign and such resignation is not a Fiduciary Resignation.


 


6.          Director's
Representation and Acknowledgment. The Director represents to the Company that his 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.


 




     


     


    

 


7.          Director
Covenants.


 


(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 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 defense in the litigation, and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company.


 


(b)          Non-Solicitation.
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.


 


8.          Indemnification.
The Company agrees to indemnify the Director for his 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.


 


9.          Non-Waiver
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
subsequent time.


 




     


     


    

 


10.       Notices.
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:


 


Delta Technology Holdings Limited


16 Kaifa Avenue


Danyang, Jiangsu, China 212300


 


If to the director:


 


Lizhong Zhang


16 Kaifa Avenue


Danyang, Jiangsu, China 212300


 


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.


 


11.       Binding
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.


 


12.       Entire
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.


 


13.       Severability.
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.


 


14.       Governing
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.


 


15.       Legal
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.


 


16.       Modifications.
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.


 


17.       Tense
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.


 


18.       Counterparts.
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.


 


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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 hand, on the day and year first above
written.


 


DELTA TECHNOLOGY HOLDINGS LIMITED


 


	By:	/s/ Long Yi	 
	Name: Long Yi	 
	Title: Chief Executive Officer DIRECTOR	 
	 	 
	/s/ Lizhong Zhang	 
	Name: Lizhong Zhang