Exhibit 10.28


 


April 27, 2016


 


Engagement Letter 


 


Dear Mr. Xiaoliang Xue:


 


This letter will confirm our
understanding concerning your service as the Chief Technical Officer (the “CTO”) of Hebron Technology Co., Ltd.
(the “Company”). This letter supersedes all prior written and oral discussion and agreements between the parties
hereto with respect to the subject matter hereof and contain the sole and entire agreement between the parties hereto with
respect to the subject matter hereof.


 


1.          TERM.
We agree that you have served the Company since the commencement of January 1, 2015. The initial term of the engagement
commenced on January 1, 2015 and will continue until December 31, 2016. Upon expiration of the initial term, the engagement
shall be automatically extended for successive one-year terms unless either you or the Company gives the other party hereto a
one-month prior written notice to not renew the engagement prior to the expiration of such one-year term or unless terminated
earlier pursuant to the terms of this letter.


 


2.          TITLE
AND PRIMARY SERVICES. You have agreed to serve as a CTO of the Company, and your duties will include all jobs
assigned by the board of directors of the Company (the “Board”). You shall devote all of your working time,
attention and skills to the performance of your duties at the Company and its subsidiaries, and shall faithfully and
diligently serve the Company and its subsidiaries in accordance with this letter and the guidelines, policies and procedures
of the Company approved from time to time by the Board.


 


3.          COMPENSATION .
In consideration of your services as theCTO of the Company and Xibolun Equipment, the Company authorizes Wenzhou
Xibolun Fluid Equipment Co., Ltd. (“Xibolun Equipment”), one of its Chinese subsidiaries, to pay you a wage of
RMB 10,000 in cash per month. And you pay your personal income tax in China. You are not entitled to any additional payment
from the Company and its subsidiaries unless in the agreement for the additional payment it acknowledges this Engagement
letter and explicitly indicates the additional compensation will be in addition to the RMB 10,000 wage mentioned above.


 


4.          SOCIAL
INSURANCE AND BENEFITS. The Company authorizes Xibolun Equipment to pay social insurance fee on behalf of you in
China, with the individual payment portion being deducted from your wage. Upon the termination of this engagement, Xibolun
Equipment shall perform relevant social insurance procedure for you. Any other benefits shall be based on relevant policies
and regulations by the Chinese national and local government.


 


5.          EXPENSES
. The Company will pay or reimburse you for all authorized and approved out-of-pocket expenses actually incurred in the
course of your performance of services pursuant to this letter in a manner consistent with the Company’s policies. Such
expenses shall be approved in advance and it will be reimbursed by Xibolun Equipment.


 




      


     


    

 


6.          INDEMNITY.
The Company will indemnify you against all expenses, including legal fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which you
are party or are threatened to be made a party by reason of your acting as our CTO. To be entitled to indemnification, you must
have acted honestly and in good faith with a view to the best interest of the Company and, in the case of criminal proceedings,
you must have had no reasonable cause to believe your conduct was unlawful. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission. These provisions will not limit your liability under United States
federal securities laws.


 


7.          REGULATORY
AND LEGAL COMPLIANCE. The Company does not anticipate that you will perform any services for the Company which will require
reporting, registration, licensing or other compliance activities under any federal, state or municipal laws and regulations relating
to lobbying, contact with government officials or similar matters. However, should any such regulatory compliance be required,
you shall be solely responsible for complying at your expense with such regulatory requirements as may be applicable to you personally
and the Company shall be solely responsible for complying at its expense with such regulatory requirements as may be applicable
to the Company. You and the Company shall each provide the other with such information as either may request in order to prepare
any reports or other documents required for any such regulatory compliance.


 


8.          REPRESENTATIONS.
You warrant and represent to the Company that (a) you are not prohibited by any law or regulation or by the terms of any contract
or agreement from performing services for the Company as contemplated by this letter, and (b) as of the date hereof, you are not
aware of any situation that would pose a conflict of interest with respect to your performance of services for the Company as
contemplated hereby. You agree to promptly inform the Company of any situations that may pose a conflict of interest which may
hereafter come to your attention.


 


9.          CONFIDENTIALITY.
During your tenure in the Company, you shall not directly or indirectly use or disclose any Confidential Information (as
defined below) or Trade Secrets (as defined below) of the Company or the Company’s affiliates except in the interest
and for the benefit of the Company. After the end, for whatever reason, of your tenure as the CTO, you shall not directly or
indirectly use or disclose any Trade Secrets of the Company or the Company’s affiliates. Similarly, you shall not
directly or indirectly use or disclose any Confidential Information following your tenure as the CTO. For purposes hereof,
the term “Confidential Information” means all non-Trade Secrets or proprietary information of the Company or the
Company’s affiliates which has value to the Company or the Company’s affiliates and which is not known to the
public or the Company’s competitors, generally. Confidential Information includes but is not limited to: (i)
inventions, product specifications, information about products under development, research, development or business plans,
production know-how and processes, manufacturing techniques, equipment design and layout, test results, financial
information, customer lists, information about orders and transactions with customers, sales and marketing strategies and
plans, pricing strategies, information relating to sources of materials and production costs, product samples, technical
information and know-how, personnel information and all business records; (ii) information which is marked or otherwise
designated as confidential or proprietary by the Company; and (iii) information received by the Company from others which the
Company has an obligation to treat as confidential. For purposes hereof, “Trade Secrets” has the meaning set
forth under applicable law.


 




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10.          RETURN
OF RECORDS. Upon the end, for whatever reason, of your tenure as the CTO or upon request by the Company at any time, you
shall immediately return to the Company all documents, records and materials belonging and/or relating to the Company, and any
copies of such materials and destroy any such documents, records or materials maintained on you own computer equipment.


 


11.          ASSIGNABILITY.
All services to be provided hereunder shall be performed by you personally and you shall not assign, subcontract, delegate
or otherwise transfer this letter or the performance of services hereunder without the prior written consent of the
Company.


 


12.          GOVERNING
LAW . This letter shall be governed by and construed in accordance with the laws of the British Virgin Islands
without regard to the principles of choice or conflicts of law thereof.


 


13.          SEVERABILITY.
The invalidity, illegality or enforceability of any provision of this letter shall not affect the other provisions hereof,
which shall remain in full force and effect.


 


If you are in agreement with the above,
kindly so indicate by signing and dating the enclosed copy of this letter in the space provided below and returning it to the Company.


 


[Signature page follows] 


 




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	 	Very truly yours,
	 	 
	 	/s/
    Anyuan Sun
	 	Anyuan Sun
	 	Chief Executive Officer
	 	Hebron Technology Co., Ltd.
	 	 
	Acknowledged and agreed to this	 
	 	 
	27th day of April, 2016.	 
	 	 
	/s/ Xiaoliang
    Xue	 
	Xiaoliang Xue	 


 








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