Exhibit 10.1


 


MANAGEMENT SERVICES AGREEMENT


 


THIS MANAGEMENT SERVICES AGREEMENT (“Agreement")
is made effective as of November 7, 2022 (the “Effective Date”),


 


by and among


 


Green Giant Ltd., a Delaware
corporation, with its principal business address at 800 N King St, STE 308, Wilmington, DE 19801 (the “Company”);


 


and


 


Incrementum Management LLC, a
Texas limited liability company, with its principal business address at 11111 Katy Freeway, Suite 910, Houston, Texas 77079 (the “Consultant”);


 


and


 


Junaid Ali, an individual
with an address of 11111 Katy Freeway, Suite 910, Houston, Texas 77079 (the “Executive”).


 


		A.	The Company desires to implement its plan to engage in green energy or carbon free
energy sector in the U.S. (the “Planned Business”).



 


		B.	The Company desires to engage the services of the Consultant under this Agreement
and specifically the personal services of the Executive.



 


		C.	The Executive is the principal owner and Manager of the Consultant.



 


		D.	The Executive is experienced in the energy business in the U.S. and globally and
has a track record of building businesses and teams to successfully pursue opportunities in the energy business.



 


		E.	The Company desires to retain the Executive to provide certain advisory and management
services to facilitate its implementation of the Planned Business upon the terms and conditions in this Agreement.



 


		F.	The Consultant has agreed to provide the consulting services contemplated by this
Agreement and will ensure that the Executive will devote at least an average of forty hours per week to the Planned Business of the Company
and serve as its Chief Executive Officer.



 


		G.	The Executive is willing to provide his personal services on behalf of the Consultant
and is willing to serve as Chief Executive Officer of the Company and perform his duties as contemplated by this Agreement.



 


Therefore, the parties agree
as follows:


 


1.       ENGAGEMENT.


 


The Company hereby engages the
services of the Consultant under this Agreement. The Consultant agrees to perform the Services described below and shall utilize the
services of the Executive for at least an average of 40 hours per week to perform such services (subject to vacation, sick days and
other Company policies). By his execution of this Agreement, the Executive hereby agrees to serve as the Chief Executive Officer of
the Company to provide the management services and consultancy and other services to implement and advance the Company’s
Planned Business as the Board of Directors of the Company (the “Board”) may reasonably request from time to time
(“Management Services”) to the Company, including (i) introducing to the Company U.S. based personnel with
sufficient experience to implement the Planned Business, (ii) developing operational business plans and operating policies and
procedures, (iii) recommending appropriate office space and facilities, (iv) managing the daily operations of the Company, (v)
developing acquisitions and business partnership strategy and identifying potential target, executing on acquisitions and business
partnership strategies approved by the Board, (vi) reporting to the Board on a monthly basis, and (vii) otherwise executing on the
strategic plan approved by the Board. The Executive shall be subject to periodic budgeting guidelines and general oversight provided
by the Board.


 






     


     


    

 


2.       REASONABLY
BEST EFFORTS.


 


The Consultant agrees to cause the Executive
to perform, and the Executive hereby agrees to perform, faithfully, and industriously, using Executive’s ability, experience, and
talents, all of the Management Services that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction
of the Company. Such duties shall be provided at such place(s) as the needs, business, or opportunities of the Company may require from
time to time. The Executive shall devote at least an average of forty hours per week to the rendition of such Services, as commercially
reasonably required to achieve the Planned Business. In addition, the Executive will not engage in any other gainful occupation which
creates a conflict of interest with his responsibilities under this Agreement without the prior approval of the Board of Directors except
the business involvement set forth in Annex A (“Executive’s Existing Business”), with the exception that the
Executive may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit. The Executive
shall provide the Company with all information, suggestions, and recommendations regarding the Company’s Planned Business and potential
acquisition or business partnership targets, of which the Executive has knowledge


 


3.       CONSULTING
FEE.


 


The Consultant shall be entitled to
receive an annual consulting fee from the Company in the aggregate amount of US$360,000 (Three Hundred and Sixty Thousand US Dollars)
(the “Consulting Fee”). Such Consulting Fee shall be payable in quarterly installments of US$90,000 on the first business
day of each January, April, July and October. Upon termination of this Agreement, the Consulting Fee payments under this paragraph 3 shall
cease; provided, however, that the Consultant shall be entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which the Consultant has not yet been paid. The initial Consulting Fee payment which shall be due and payable
on the Effective Date shall be prorated and equal to $90,000 less $1,000 for each day after October 1, 2022.


 


4.       BUSINESS
PLAN, BONUSES AND INCENTIVES


 


During the first 180 days after the
Effective Date (“Assessment Term”), the Executive will work together with representatives of the Company and the Board
to develop a viable business plan for the Company in the U.S. together with a bonus and incentive plan for the Consultant and / or the
Executive. The general parameters of any bonus would be for the Consultant and / or the Executive to be entitled to 20% of the net profit
of the Planned Business assuming successful implementation of the business plan. The bonus plan will be paid in a combination of common
stock of Green Giant Inc. and USD as agreed but generally on a 50 / 50 basis with more stock payable in the earlier stages of a project
and more in USD as the project matures. The proposed business plan shall be reviewed by legal counsel acceptable to the Company and Consultant
to ensure regulatory compliance.


Either Party may terminate this Agreement
during the Assessment Term with thirty (30) day’s prior notice.





 






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5.       EXPENSE
REIMBURSEMENT.


 


The Company will reimburse the Consultant
for “out-of-pocket” expenses incurred by the Consultant or the Executive and which expenses are accounted for and accompanied
by appropriate vouchers and other back-up information, all in accordance with the Company’s policies in effect from time to time.
The Consultant may recommend the Company engage consultants and/or professionals in furtherance of the Planned Business and such services
engaged by the Company shall be at the expense of the Company.


 


6.       CONFIDENTIALITY


 


(a) 
Confidentiality and Non-disclosure. The Consultant and the Executive hereby agrees at all times during the term of this
Agreement and after its termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to
disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Consultant
and the Executive understand that “Confidential Information” means any proprietary or confidential information of the
Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets,
research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments,
inventions, processes, formulas, technology, designs, hardware, configuration information, personnel information, marketing, finances,
information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information
regarding the skills and compensation of other employees of the Company or other business information disclosed to the Consultant and/or
the Executive by or obtained by the Consultant and/or the Executive from the Company, its affiliates, or their respective clients, customers
or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably
expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available
and known to the public through no fault of the Consultant and/or the Executive. The Consultant and the Executive may disclose Confidential
Information to professionals (including bankers, accountants, attorneys, and others approved by the Board in furtherance of the Planned
Business provided that such persons acknowledge the confidentiality requirements of this Section 6 and agree to be bound thereby.


 


(b)
Company Property. The Consultant and the Executive understands that all documents (including computer records, facsimile and e-mail)
and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the
Company and subject to inspection by the Company at any time. Upon termination of this Agreement (or at any other time when requested
by the Company), the Consultant and the Executive will promptly deliver to the Company all documents and materials of any nature pertaining
to his work with the Company and will provide written certification of their compliance with this Agreement. Under no circumstances will
the Consultant and the Executive have, following their termination, in their possession any property of the Company, or any documents
or materials or copies thereof containing any Confidential Information, unless the Company otherwise agrees in writing.


 


(c)  Former
Employer Information. The Consultant and the Executive agrees that they have not and will not, during the term of this
Agreement, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or
entity with which the Consultant and the Executive have an agreement or duty to keep in confidence information acquired by
Consultant and the Executive, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary
information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or
entity. The Consultant and the Executive will indemnify the Company and hold it harmless from and against all claims, liabilities,
damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any
violation of the foregoing.


 






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(d)
Third Party Information. The Consultant and the Executive recognizes that the Company may have received, and in the future may
receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. The Consultant and the Executive agrees that the
Consultant and the Executive owe the Company and such third parties, during the term of this Agreement by the Company and thereafter,
a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm
and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.


 


This Section 6 shall survive the termination
of this Agreement for any reason. In the event the Consultant and/or the Executive breaches this Section 6, the Company shall have right
to seek remedies permissible under applicable law.


 


(e) 
Executive’s Existing Business. There is a possibility that the Company and the Executive’s Existing Business
may work together on different projects or have differing roles in the same project. The Company agrees to sign appropriate agreements
to protect Executive’s Existing Business’ Confidential Information on substantially similar terms to those in this Section
6 and to agree to restrictive covenants in favor of the Executive’s Existing Business substantially similar to those in favor of
the Company in Section 7.


 


7.       NON-COMPETITION
AND NON-SOLICITATION


 


In consideration of the salary
paid to the Consultant by the Company and subject to applicable law, the Consultant and the Executive agree that during the term of this
Agreement and for a period of one (1) year following the termination of this Agreement for whatever reason:


 


(a) The Consultant
and the Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Consultant
and the Executive in the Consultant and the Executive’s capacity as a representative of the Company for the purposes of doing business
with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;


 


(b) The Consultant
and the Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether
as principal, partner, licensor or otherwise, in any Competitor; and


 


(c) The Consultant
and the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit
the services of any employee of the Company employed as at or after the date of such termination, or in the 120 days preceding such termination.


 


The provisions contained in Section
7 are considered reasonable by the Consultant, the Executive and the Company. In the event that any such provisions should be found to
be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions
shall apply with such modification as may be necessary to make them valid and effective.


 


This Section 7 shall survive
the termination of this Agreement for any reason. In the event the Consultant and the Executive breaches this Section 7, the
Consultant and the Executive acknowledge that there will be no adequate remedy at law, and the Company shall be entitled to
injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if
appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.


 






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8.       TERM/TERMINATION.


 


The term of this Agreement
shall be for an initial term expiring three (3) years after the Effective Date unless earlier terminated in accordance with Paragraph
4. The term shall be renewed automatically for additional one-year terms thereafter unless either Party gives notice in writing to the
other party within sixty (60) days before the expiration of the initial term or any additional term, of its desire to terminate this Agreement.
The capitalized word “Term” means the period beginning with the Effective Date and ending on its termination. This
Agreement and the Company's engagement of the Consultant hereunder may also be terminated at any time (i) upon mutual agreement of the
Company and the Consultant at any time, (ii) for Cause (defined below) or (iii) upon convenience upon six months prior written notice
by either Party. No termination of this Agreement, whether pursuant to this Section 8 or otherwise, will affect the Company's duty to
pay any fees accrued, or reimburse any cost or expense incurred, pursuant to the terms of this Agreement prior to the effective date of
termination. “Cause” means any of the following:


 


(a)             
Gross negligence or material neglect by either Party in the performance of its duties under this Agreement that is not corrected
within 15 days after the other Party gives written notice the defaulting Party of the conduct in question and the action required to correct
it;


 


(b)            
Be convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;


 


(c)             
A material breach by a Party of this Agreement including but not limited to Sections 6 and 7 unless the breach is curable and the
breach is cured within 10 days after the other Party gives written notice of the breach and the action required to cure it,


 


(d)            
Breach of any federal state or local law, rule or regulation of the United States other than traffic violations or misdemeanor.


 


9.       INDEPENDENT
CONTRACTOR / EXECUTIVE’S EXISTING BUSINESS / CONFLICTS.


 


Each of the parties hereto expressly
understand and agree that the relationship of the Company, on the one hand, and the Consultant and the Executive, on the other hand, is
contractual, and not employer and employee. Accordingly, it is expressly understood and agreement that the Consultant and the Executive
are each independent contractors to the Company and neither party hereto shall have any express or implied right or authority to assume
or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking
with any third party. The Executive will use good faith efforts to avoid conflicts between the Company and Executive’s Existing
Business. Executive will disclose to the Company any potential or actual conflict of which he becomes aware between Executive’s
obligations under this Agreement and Executive’s obligations to Executive’s Existing Business.


 


10.       COMPLIANCE
WITH U.S. REGULATIONS.


 


It is the intent of the Parties
to comply with all U.S. laws, rules, regulations, and executive orders including, without limitation, CFIUS, the Patriot Act, the
Foreign Corrupt Practices Act and all securities laws, rules and regulations and will take all reasonable action to maintain
compliance with all U.S. laws, rules, regulations, and executive orders during the Term. The Consultant
and the Executive acknowledge that the United States securities laws and other laws prohibit any person or entity who has material
non-public information (“MNPI”) concerning the Company from purchasing or selling any of Green Giant Inc.’s
(“GGE”) securities, and from communicating such information to any person or entity under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Consultant and the Executive
acknowledge that some or all of the Confidential Information may include MNPI for purposes of the federal securities laws. The
Consultant and the Executive acknowledge and agrees the Consultant and the Executive or any individual or entities
(“Affiliate”) affiliated with or controlled by the Consultant and the Executive will abide by all securities laws
relating to the handling of and acting upon such information. The Consultant and the Executive is expressly prohibited from
purchasing or selling securities of GGE based on such Confidential Information. The Consultant and the Executive will take
reasonable steps to ensure that the Consultant and the Executive or its Affiliate will not purchase or sell the GGE’s
securities in reliance upon MNPI until such time as no violation of the applicable securities laws would result from such securities
trading. The Consultant and the Executive and its Affiliates are prohibited from informing, or “tipping”, any other
person about such MNPI. In addition, the Consultant and the Executive will be subject to GGE’s Insider Trading Compliance
Manual annexed to this Agreement as Annex B. 


 






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11.       RETURN
OF PROPERTY.


 


Upon termination of this Agreement,
the Consultant and the Executive shall deliver to the Company all property which is Company property or related to Company business (including
keys, records, notes data, memoranda, models, and equipment) that is in the Consultant’s or the Executive’s possession or
under the Executive’s control.


 


12.        NOTICES.


 


All notices required or permitted
under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited
in the United States mail, postage paid, addressed as follows:


 


	If to the Company:	
    Green Giant, Inc.

    Email: dorothy@gge.com

    800 N King St, Ste 308, Wilmington, DE 19801

    Attention:     Dorothy Liu

     

	with a copy to:	
    Hunter Taubman Fischer & Li LLC

    48 Wall Street, Suite 1100

    New York, NY 10005

    Email: jwu@htflawyers.com

    Attention:     Joan Wu






 


	If to the Consultant:	
    Incrementum Management LLC

    11111 Katy Freeway, Suite 910

    Houston, Texas 77079

    Email: Junaid.ali@prismecs.com

    Attention:     Junaid Ali




 






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	with a copy to:	
    David M. Sloan

    23 W Trace Creek Dr.

    The Woodlands, Texas 77381

    Email: sloandm@advisory-counsel.com

    Attention:     David M. Sloan



 


Such addresses may be changed from time to time by either
party by providing written notice in the manner set forth above.


 


13.       BINDING
AGREEMENT.


 


This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event the Company
is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, the Company represents and warrants that
this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement pursuant
to whatever separate agreement the Company signs regarding its acquisition, merger or asset transfer. The Company acknowledges that this
obligation is material to this Agreement. The parties understand that the obligations of the Executive are personal and may not be assigned
by the Executive.


 


14.       ENTIRE
AGREEMENT.


 


This Agreement contains the entire
agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties.


 


15.       AMENDMENT.


 


This Agreement may be modified
or amended, if the amendment is made in writing and is signed by all parties.


 


16.       SEVERABILITY.


 


If any provisions of this Agreement
shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a
court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid
or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


 


17.       WAIVER
OF CONTRACTUAL RIGHT.


 


The failure of either party to
enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce
and compel strict compliance with every provision of this Agreement.


 


18.       APPLICABLE
LAW.


 


This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect
to any choice or conflict of law provision or rule. Any action or complaint filed or brought must be brought exclusively in either state
or federal courts in Houston, Harris County, Texas.


 


Balance of page intentionally
left blank – signature page follows


 









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IN WITNESS WHEREOF, the Company,
the Consultant and the Executive have each executed and delivered this Consultancy Agreement, the Effective Date set forth above.


 


	COMPANY:	 	 
	 	 	 
	Green Giant Ltd.	 	 
	 	 	 
	By:	/s/ Neng Chen	 	Date:	 11/7/2022
	 	 	 	 	 
	Name:	 Neng Chen	 	 
	Title:	Chief Executive Officer	 	 
	 	 	 
	CONSULTANT:	 	 
	 	 	 
	Incrementum Management LLC	 	Date:	11/7/2022
	 	 	 
	By:	/s/ Junaid Ali	 	 
	 	 	 	 
	Name:	 Junaid Ali	 	 
	Title:	CEO	 	 
	 	 	 
	EXECUTIVE:	 	 
	 	 	 
	By:	/s/ Junaid Ali	 	Date:	11/7/2022
	 	 	 	 	 
	Name:	Junaid Ali	 	 




 






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