Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”),
is entered into as of April 8, 2020 by and between Prestige Wealth Inc., a company incorporated and existing under the laws of
the Cayman Islands (the “Company”), and Wong Ngat, an individual (the “Executive”). The term “Company”
as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct
or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).


 


RECITALS


 


The Company desires to employ the
Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).


 


The Executive desires to be employed
by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


The parties hereto agree as follows:


 


		1.	POSITION



 


The Executive hereby accepts a position of Chief Financial
Officer and Chief Operating Officer of the Company (the “Employment”).


 


		2.	TERM



 


Subject to the terms and conditions of this Agreement,
the initial term of the Employment shall be 3 years, commencing on April 8, 2020 (the “Effective Date”), unless terminated
earlier pursuant to the terms of this Agreement. Upon expiration of the 3-year term, the Employment shall be automatically extended for
successive 3-year terms unless either party gives the other party hereto a 1-month prior written notice to terminate the Employment prior
to the expiration of such 3-year term or unless terminated earlier pursuant to the terms of this Agreement.


 


		3.	PROBATION



 


No probationary period.


 


		4.	DUTIES AND RESPONSIBILITIES



 


The Executive’s duties at the Company will include
all jobs assigned by the Company’s Board of Directors (the “Board”) and/or the Chief Executive Officer of the
Company.


 


The Executive shall devote all of his/her working
time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in
accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”),
and the guidelines, policies and procedures of the Company approved from time to time by the Board.


 


		5.	NO BREACH OF CONTRACT



 


The
Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the
Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be
concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity,
a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding shares or other
securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided
however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such shares or
securities in a timely manner and with such details and particulars as the Company may reasonably require. The Company shall have
the right to require the Executive to resign from any board or similar body which he/she may then serve if the Board reasonably
determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the
Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition
with any business of the Company or any of its subsidiaries or affiliates.


 






     


     


    

 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the
performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene,
the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are
required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction
where the Executive is based, if any; (ii)  that the Executive
has no information (including, without limitation, confidential information and trade secrets) relating to any other person or
entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder;
(iii)  that the Executive is not bound by any confidentiality,
trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the
case may be.


 


		6.	LOCATION



 


The Executive will be based in China, Hong Kong SAR,
until both parties hereto agree to change otherwise. The Executive acknowledges that he/she may be required to travel from time to time
in the course of performing his/her duties for the Company.


 


		7.	COMPENSATION AND BENEFITS



 


		(a)	Compensation. The Executive’s cash compensation
(inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law) shall
be provided by the Company in a separate schedule A attached herein (“Schedule A”) or as specified in a separate agreement
between the executive and the company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by
the Company or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated
entity or a combination thereof, as designated by the Company from time to time.



 


		(b)	Equity Incentives. To the extent the Company adopts
and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.



 


		(c)	Benefits. The Executive is eligible for participation in any standard employee benefit plan
of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan,
life insurance plan, health insurance plan and travel/holiday plan.



 


		8.	TERMINATION OF THE AGREEMENT



 


		(a)	By the Company. The Company may terminate the Employment
for cause, at any time, without notice or remuneration, if the Executive (1) commits any serious or persistent breach or non-observance
of the terms and conditions of your employment; (2) is convicted of a criminal offence other than one which in the opinion of the Board
does not affect the executive’s position as an employee of the Company, bearing in mind the nature of your duties and the capacity
in which the executive is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself/herself and such conduct
being inconsistent with the due and faithful discharge of the Executive’s material duties; (5) is guilty of fraud or dishonesty;
or (6) is habitually neglectful in his/her duties. The Company may terminate the Employment without cause at any time with a 3-month
prior written notice to the Executive or by payment of 3 months’ salary in lieu of notice.



 








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		(b)	By the Executive. The Executive may terminate the
Employment at any time with a 3-month prior written notice to the Company or by payment of 3 months’ salary in lieu of notice.
In addition, the Executive may resign prior to the expiration of the Agreement if such resignation or an alternative arrangement with
respect to the Employment is approved by the Board.



 


		(c)	Notice of Termination. Any termination of the Executive’s
employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.
The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.



 


		9.	CONFIDENTIALITY AND NONDISCLOSURE



 


		(a)	Confidentiality and Non-disclosure. The Executive
hereby agrees at all times during the term of his/her employment and after termination, to hold in the strictest confidence, and not
to use, except for the benefit of the Group, or to disclose to any person, corporation or other entity without written consent of the
Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary
or confidential information of the Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including,
without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and
customers (including, but not limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted
during the term of his/her employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances, information about the
suppliers, joint ventures, licensors, licensees, distributors and other persons with whom the Group does business, information regarding
the skills and compensation of other employees of the Group or other business information disclosed to the Executive by or obtained by
the Executive from the Group, its affiliates, or their clients, customers or partners either directly or indirectly in writing, orally
or by drawings or observation of parts or equipment, 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 Executive.



 


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



 


		(c)	Former Employer Information. The Executive agrees
that he has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary information or trade
secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information
acquired by Executive, if any, or (ii) bring into the premises of the Group 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 Executive will
indemnify the Group 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 Executive recognizes that the Group may have received, and in the
future may receive, from third parties their confidential or proprietary information subject to a duty on the Group’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes
the Group and such third parties, during the Executive’s employment 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 Group’s agreement with such third party.



 


This Section 9 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law. 


		10.	WITHHOLDING TAXES



 


Notwithstanding anything else herein to the contrary, the Company may withhold (or cause
there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national,
provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation. 


		11.	NOTIFICATION OF NEW EMPLOYER



 


In the event that the Executive leaves the employ of the Company, the Executive hereby
grants consent to notification by the Company to his/her new employer about his/her rights and obligations under this Agreement. 


		12.	ASSIGNMENT



 


This Agreement is personal in its nature and neither of the parties hereto shall, without
the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i)
the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent,
and (ii)  in the event of a merger, consolidation, or transfer or
sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject
to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all
the promises, covenants, duties, and obligations of the Company hereunder. 


		13.	SEVERABILITY



 


If any provision of this Agreement or the application thereof is held invalid, the invalidity
shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications
and to this end the provisions of this Agreement are declared to be severable. 


		14.	ENTIRE AGREEMENT



 


This Agreement constitutes the entire agreement and understanding between the Executive
and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning
such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the
request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that
he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this
Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.









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		15.	REPRESENTATIONS



 


The Executive hereby agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the
terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence
or in trust prior to his/her employment by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter
into, any oral or written agreement in conflict with this Section 18. The Executive represents that the Executive will consult his/her
own consultants for tax advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions
hereunder.


		16.	GOVERNING LAW



 


This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. 


		17.	ARBITRATION



 


Any dispute arising out of, in connection with or relating to, this Agreement shall
be resolved through arbitration pursuant to this Section 20. The arbitration shall be conducted in Hong Kong under the auspices of the
Hong Kong International Arbitration Centre (the “Centre”) in accordance with the rules of the United Nations Commission
of International Trade Law (“UNCITRAL Rules”) in effect at the time of the arbitration. There shall be one arbitrator.
The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party may apply to a court of competent
jurisdiction for enforcement of such award. 


		18.	AMENDMENT



 


This Agreement may not be amended, modified or changed (in whole or in part), except
by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 


		19.	WAIVER



 


Neither the failure nor any delay on the part of a party
to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such
right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.






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		20.	NOTICES



 


All notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered
against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the
other party. 


		21.	COUNTERPARTS



 


This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same
instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in
lieu of the originals for any purpose. 


		22.	NO INTERPRETATION AGAINST DRAFTER






Each party recognizes that this Agreement is a legally binding contract and acknowledges
that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement,
the same shall not be construed against either party on the basis of that party being the drafter of such terms. The Executive agrees
and acknowledges that he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised
to seek counsel prior to entering into this Agreement and has ample opportunity to do so.


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IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.


 


	Prestige Wealth Inc.	 
	 	 	 
	By:	
    /s/ Shi Hongtao
	 
	Name:	Shi Hongtao	 
	Title:	Chairman of the Board of Directors and




Chief Executive Officer

	 


 


Executive


 


	Signature:	
    /s/ Wong Ngat
	 
	Name:	Wong Ngat	 


  


[Signature Page to Employment
Agreement]


 




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Schedule
A


 


Annual compensation is US$75,000, the payment of which
commences when the Company becomes a public reporting company in the United States.


 


 


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