Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “AGREEMENT”)
is made and entered into on June 10, 2022 (the “EFFECTIVE DATE”) by and between Xia Wang (the “EXECUTIVE”) and
Bit Origin Ltd, a Cayman Islands company (the “COMPANY”).


 


WHEREAS, the Executive has been the Chief Financial
Officer of the Company since the inception of the Company.


 


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 starting on the
date hereof.


 


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”). the Initial Term shall automatically be extended one
additional year unless either party gives written notice to the other party 60 days prior to expiration of the Initial Term that it or
she, 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”. 


 


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. 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)            
During the period from December 1, 2020 until the Effective Date, the Executive has received a compensation of $80,000 each calendar
year, on a pro rata basis. Commencing from the Effective Date and for the Initial Term, the Company shall pay a compensation of $80,000
each calendar year of service under this Agreement on a monthly basis. The Compensation shall also be subject to the approval of
Company’s Board of Directors.


 






    	 	 	 



     


    




 


(b)           
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. 


 


(c)           
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; 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. 


 


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. 


 


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. 


 


(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 of Directors; (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 of Directors 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. 


 


(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. 


 


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 dated July
31, 2020. 


 


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]


 






    	 	 	 



     


    

 


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


 





	 	
    Bit Origin Ltd

	 	 
	 	/s/ Lucas Wang 
	 	
    Name: Lucas Wang

    Title:   CEO

	 	 
	 	 
	 	
    Executive 

	 	 
	 	/s/
Xia Wang
	 	Xia Wang