Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “AGREEMENT”) is made and entered into on June 19, 2020 by and between David Chong Shaw Cheng
(the “EXECUTIVE”) and Muliang Agritech, Inc, a Nevada corporation (the “COMPANY”).


 


WHEREAS,
the Company desires to hire the Executive as the Chief Financial Officer of the Company, and the Executive desires to being employment
with the Company as Chief Financial Officer, as of the date of this Agreement (the “EFFECTIVE DATE”).


 


WHEREAS,
the Company and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s
employment with the Company.


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and representations contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Article
I.  Employment; Responsibilities; Compensation


 


Section
1.01  Employment. Subject to ARTICLE 3, the Company hereby agrees to employ
Executive and Executive hereby agrees to be employed by the Company, in accordance with this Agreement, for the period commencing
as of the Effective Date and ending on the first anniversary of the Effective Date (“INITIAL TERM”); provided,
however, that beginning on the day immediately preceding the first anniversary of the Effective Date of this Agreement and
on the day immediately preceding each anniversary of this Agreement thereafter, the Initial Term shall automatically be extended
one additional year unless either party gives written notice to the other party 60 days prior to the next anniversary of this
Agreement that it or he, as applicable, does not wish to extend this Agreement. Executive’s continued employment after the
expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to this
Agreement in writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to as the “TERM”.
Your employment shall also be subject to the approval of Company’s Board of Directors and/or Nomination and Compensation
Committees.


 


Section
1.02  Responsibilities; Loyalty


 


(a)  Subject
to the terms of this Agreement, Executive is employed in the position of Chief Financial Officer of the Company, and shall perform
the functions and responsibilities of that position, including those in connection with Company’s roadshows and application
to a national exchange. Additional or different duties may be assigned by the Company from time to time. Executive’s position,
job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company. 


 


(b)  Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s
work. Executive agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all
laws, rules and regulations, including those applicable to the Company. 


 






     


     


    

 


Section
1.03  Compensation. As consideration for the services and covenants described in this
Agreement, the Company agrees to compensate Executive in the following manner: 


 


(a)  The
Company will pay Executive an annual base salary of $100,000 per annum (“BASE SALARY”), as may be increased from time
to time by action of the Board of Directors of the Company (or any committees or delegees thereof) (the “BOARD”).
The Base Salary shall be payable commencing on the date of Company’s listing on a national exchange. 


 


(b)  The
Company shall issue 50,000 shares of Company’s common stock, with a cost basis of $0.001 per share upon execution of this
Agreement. In addition, upon Company’s listing on a national exchange, the Company shall issue to the Executive 50,000 shares
of Company’s common stock per annum, payable on a quarterly basis. For the avoidance of doubt, the first 12,500 shares of
common stock shall be issued three months after Company’s listing on a national exchange. 


 


(c)  The
Company reserves to itself, or its designated administrators, exclusive authority and discretion to determine all issues of eligibility,
interpretation and administration of any Company benefit plan or policy. The Company’s employee benefits, and policies related
thereto, are subject to termination, modification or limitation at the Company’s sole discretion. 


 


(d)  Payment
of all compensation to Executive shall be made in accordance with the terms of this Agreement, applicable state or federal law,
and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable
withholdings and taxes. 


 


Section
1.04  Business Expenses. The Company shall reimburse Executive for all business expenses
that are reasonable and necessary and incurred by Executive while performing his duties under this Agreement, upon presentation
of expense statements, receipts and/or vouchers or such other information and documentation as the Company may reasonably require.



 


Article
II.  Confidential Information; Post-Employment Obligations; Company Property 


 


Section
2.01  Company Property. As used in this Article II, the term the “Company”
refers to the Company and each of its direct and indirect subsidiaries. All written materials, records, data and other documents
relating to Company business, products or services prepared or possessed by Executive during Executive’s employment by the
Company are the Company’s property. All information, ideas, concepts, improvements, discoveries and inventions that are
conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s employment
(whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings,
manuals, models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such
information, ideas, concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s
employment with the Company for any reason, Executive shall return all of the Company’s documents, data or other Company
property to the Company. 


 






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Section
2.02  Confidential Information; Non-Disclosure.


 


(a)  Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to
Confidential Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique
asset used by the Company in its business to obtain a competitive advantage over competitors. Executive further acknowledges that
protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company in
maintaining its competitive position. Executive agrees that Executive will not, at any time during or after Executive’s
employment with the Company, make any unauthorized disclosure of any Confidential Information of the Company, or make any use
thereof, except in the carrying out of Executive’s employment responsibilities to the Company. Executive also agrees to
preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as
the Company’s Confidential Information. 


 


(b)  For
purposes hereof, “CONFIDENTIAL INFORMATION” includes all non-public information regarding the Company’s business
operations and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and
oil and gas operating and exploratory data, financial performance, compensation arrangements and amounts (whether relating to
the Company or to any of its employees), contractual relationships, business partners and relationships (including customers and
suppliers), strategies, business plans and other confidential information that is used in the operation, technology and business
dealings of the Company, regardless of the medium in which any of the foregoing information is contained, so long as such information
is actually confidential and proprietary to the Company. 


 


Section
2.03  Non-Competition Obligations.


 


(a)  Executive
acknowledges and agrees that as an employee and representative of the Company, Executive will be responsible for building and
maintaining business relationships and goodwill with current and future operating partners, investors, partners and prospects
on a personal level. Executive acknowledges and agrees that this responsibility creates a special relationship of trust and confidence
between the Company, Executive and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity
for Executive to misappropriate these relationships and the goodwill existing between the Company and such persons. Executive
acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.



 


(b)  Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii) compensation and other benefits and (c) access to the Company’s prospects.


 


(c)  During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable),
Executive will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company
to any Business Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably
withheld. This includes working as an agent, consultant, employee, officer, director, partner or independent contractor or being
a shareholder, member, joint venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing
shall not restrict Executive from holding up to 5% of the voting power or equity of one or more Business Enterprises. 


 






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(d)  For
purposes of hereof: 


 


(i)  “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;


 


(ii)  “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material
amount publishing or development of technology during the Term, and for which he has material responsibilities or about which
he has material Confidential Information; and 


 


(iii)  
“NON-COMPETE TERM” means in the case of termination for any
reason, the period from the Effective Date to the date ending 2 years following the date of termination.


 


Section
2.04  Non-Solicitation of Executives. During the Non-Compete Term, Executive will
not, either directly or indirectly, call on, solicit or induce any other executive or officer of the Company or its affiliates
with whom Executive had contact, knowledge of, or association with in the course of employment with the Company to terminate his
employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER, that with respect to soliciting
any executive or officer whose employment was terminated by the Company or its affiliates, or general solicitations for employment
not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction shall not apply.


 


Article
III.  Termination of Employment 


 


Section
3.01  Termination of Employment.


 


(a)  Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the
Company, (ii) upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company
for Cause, (iv) by Executive without Good Reason, (v) by the Company without Cause or by Executive for Good Reason,
including by the Company without Cause or by Executive for Good Reason within 12 months following a Change of Control, provided
that, in the case of clause (v), the terminating party must give at least 30 days’ advance written notice of such termination.
For purposes of this ARTICLE III, “date of termination” means the date of Executive’s death, the date of Executive’s
Permanent Disability, or the date of Executive’s separation from service with the Company, as applicable. 


 






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(b)  For
purposes hereof: 


 


(i)  “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other
than a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for
10 days after receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent
misconduct that is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided
by (D), the indictment of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for
an act of criminal fraud, misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision
of this Agreement that is materially injurious to the Company and that remains uncorrected for 10 days following written notice
of such breach by the Company to Executive identifying the provision of this Agreement that Company determined has been breached.
For purposes of (C) and (D), if the criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at
trial or on appeal then the Executive will be deemed to have been terminated without Cause.


 


(ii)  
“CHANGE OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective
Date: 


 


1)  Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“EXCHANGE ACT”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities
of the Company; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Company
becomes a subsidiary of another corporation and in which the stockholders of the Company, immediately prior to the transaction,
will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to
which all stockholders of the parent corporation would be entitled in the election of directors; or


 


2)  The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling
such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the
election of directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation
or dissolution of the Company.


 


(iii)  “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s termination
date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B) assignment
by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature
or status of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and Chief
Executive Officer, or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate
to a primary place of business which is more than 50 miles away from the Executive’s primary place of business as of the
Effective Date of this Agreement; or (D) a material reduction in Executive’s Base Salary in effect at the relevant
time. Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company
of the existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition,
and the Company fails to remedy the condition on or before the 30th day following its receipt of such notice. 


 






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(iv)  
“PERMANENT DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months. Executive will be deemed permanently disabled if determined to be totally
disabled by the Social Security Administration or if determined to be disabled in accordance with a disability insurance program
that applies a definition of disability that complies with the requirements of this paragraph. 


 


(c)  If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive
is otherwise entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid,
shall cease and terminate as of the date of termination, except as specifically provided in this ARTICLE III. 


 


Article
IV.  Miscellaneous 


 


Section
4.01  Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return
receipt requested) or sent by overnight delivery service, or electronic mail, or facsimile transmission.


 


Section
4.02  Severability and Reformation. If any one or more of the terms, provisions, covenants
or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void
or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed
by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear. 


 


Section
4.03  Assignment. This Agreement shall be binding upon and inure to the benefit of
the heirs and legal representatives of Executive and the permitted assigns and successors of the Company, but neither this Agreement
nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will
or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any
successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume the obligations of the Company
hereunder.


 


Section
4.04  Amendment. This Agreement may be amended only by writing signed by Executive
and by the Company. 


 


Section
4.05  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAW. 


 






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Section
4.06  Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits
to the exclusive jurisdiction of the state and federal courts located in NEW YORK in connection with any proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby and waives any objection to venue in NEW YORK. In addition,
each of the parties hereto hereby waives trial by jury in connection with any claim or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.


 


Section
4.07  Entire Agreement. This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes in all respects any prior or other agreement or understanding,
written or oral, between the Company or any affiliate of the Company and Executive with respect to such subject matter, including
the Employment Agreement. 


 


Section
4.08  Counterparts; No Electronic Signatures. This Agreement may be executed in two
or more counterparts, each of which will be deemed an original. For purposes of determining whether a party has signed this Agreement
or any document contemplated hereby or any amendment or waiver hereof, only a handwritten signature on a paper document or a facsimile
transmission of a handwritten original signature will constitute a signature, notwithstanding any law relating to or enabling
the creation, execution or delivery of any contract or signature by electronic means. 


 


Section
4.09  Construction. The headings and captions of this Agreement are provided for convenience
only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement
shall be in all cases construed in accordance to its fair meaning and not strictly for or against the Company or Executive. The
words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” 


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above:


 


	 	Muliang
    Agritech, Inc.
	 	 	 
	 	/s/
    Lirong Wang 
	 	Name:	Lirong
    Wang
	 	Title:	CEO
	 	 	 
	 	Executive
	 	 	 
	 	/s/
    David Chong Shaw Cheng
	 	David
    Chong Shaw Cheng


 


 


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