Exhibit
10.5


 


Li
Bang International Corporation Inc.


 


No. 190
Xizhang Road, Gushan Town


Jiangyin
City, Jiangsu Province


People’s
Republic of China 214413


 


May
14, 2022


 


Re:
Director Offer Letter – Zhong Ren


 


Dear
Mr. Ren:


 


Li
Bang International Corporation Inc., a Cayman Islands limited liability company (the “Company” or “we”), is pleased
to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the
Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director,
this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms
and conditions relating to the services you agree to provide to the Company. Your appointment shall begin upon Nasdaq’s approval
of Company’s listing.


 


1.
Term. This Agreement is effective as of the date of this Agreement. Your term as a Director shall continue subject to the
provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every
year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this
Agreement shall remain in full force and effect.


 


2.
Services. You shall render customary services as a Director, member of the Audit Committee, Nomination Committee and Compensation
Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting
regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or
in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic
mail or other forms of correspondence.


 


3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.


 


4.
Compensation. As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation
of $30,000 for each calendar year of service under this Agreement on a pro-rated basis, payable on a monthly basis.


 


You
shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses
for in-person meetings).


 


5.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its
officers and directors insurance policy, if available.


 


6.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by
you without the prior written consent of the Company.


 






    


    


    

 


7.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a.
Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which
the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value
or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and
is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any
information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or
similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development
and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies,
forecasts, customer and supplier identities, characteristics and agreements.


 


b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which
becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions
of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from
a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known
by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required
to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization
having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made
a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.


 


c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).


 


d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to
others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding
the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information
for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).


 


e.
Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to
the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.


 


8.
Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company with
whom you have had contact due to your appointment.


 






    2


    


    

 


9.
Termination and Resignation. Your services as a Director may be terminated for any or no reason by the determination of the
Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the
Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified,
upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation
hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned and to reimburse
you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination
or Resignation.


 


10.
Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights
and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with
respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute
regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered
by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this
arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration
proceedings shall be conducted in English.


 


11.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties
hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time
to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.


 


12.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other
than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company. 


 


13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept
as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising
under this Agreement.


 




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The
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 
			
	 	Li Bang International Corporation Inc.
	 	 	 
	 	By:	/s/ Feng
    Huang
	 	 	Feng Huang
	 	 	Chief Executive Officer and Chairman


 


	AGREED AND ACCEPTED:
	 	 
	/s/ Zhong
    Ren	 


Zhong
Ren


 


Address:


Phone
Number:


Email: 


 


 


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