Exhibit 10.8


 





DIRECTOR AGREEMENT






THIS DIRECTOR AGREEMENT
(this “Agreement”), dated as of ______________________ (the “Effective Date”), is by
and between BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY, a company incorporated under the laws of the Cayman Islands (the
“Company”), and ____________, an individual (the “Director”).


RECITALS


WHEREAS,
the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”)
and the Director desires to accept such appointment to serve on the Board; and


WHEREAS,
the Director may be appointed to serve as a member or chair of one or more committees of the Board.


AGREEMENT


NOW, THEREFORE,
in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such
committees of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which
the Director may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the
Director hereby agree as follows:


1.
Term. The Company hereby appoints the Director, and the Director hereby accepts
such appointment by the Company, for the purposes and upon the terms and conditions contained in this Agreement. The term of such
appointment shall commence on ______________________ (the “Commencement Date”) and shall expire upon the Director’s
death, disqualification, resignation or removal from office pursuant to the terms of this Agreement, the Company’s then current
Memorandum and Articles of Association, as may be amended from time to time, or any applicable laws, rules, or regulations (the
“Expiration Date”). In the event that the Director’s successor has not been duly elected or appointed
as of the Expiration Date, the Director agrees to continue to serve hereunder until such successor has been duly elected or appointed
and qualified. 


2.
Compensation. In exchange for the Director’s service as (a) a member of
the Board, (b) a member of each committee of the Board to which the Director may be appointed, and (c) chair of each committee
of the Board to which the Director may be appointed, the Company agrees to compensate the Director, and the Director agrees to
accept the compensation as determined by the Board from time to time (the “Compensation”), subject to the terms
herein. In the event that the Director serves less than twelve consecutive months as a member of the Board, the Company shall only
be obligated to pay the pro rata portion of the Compensation to the Director for services performed during such year. 


3.
Duties.  The Director shall exercise all powers in good faith and in the best
interests of the Company, including but not limited to, the following:


(a)
Conflicts of Interest/Applicable Law. In the event that the Director has a direct or
indirect financial or personal interest in a contract or transaction to which the Company is a party, or the Director is contemplating
entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly
disclose such potential conflict to the applicable Board committee or the Board and proceed as directed by such committee or the
Board, as applicable. The Director acknowledges the duty of loyalty and the duty of care owed to the Company pursuant to applicable
law and agrees to act in all cases in accordance with applicable law.




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(b)
Corporate Opportunities. Whenever the Director becomes aware of a business opportunity
related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director
shall promptly disclose such opportunity to the applicable Board committee or the Board and proceed as directed by such committee
or the Board, as applicable.


(c)
Confidentiality. The Director agrees and acknowledges that, by reason of the nature
of the Director’s duties on the Board, the Director will have or may have access to and become informed of proprietary, confidential
and secret information which is a competitive asset of the Company (“Confidential Information”), including,
without limitation, any lists of customers or suppliers, distributors, financial statistics, research data or any other statistics
and plans or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company
but to which the Director has had access by reason of the Director’s relationship with the Company. The term “Confidential
Information” shall not include information which: (i) is or becomes generally available to the public other than as a result
of a disclosure by the Director or the Director’s representatives; or (ii) is required to be disclosed by the Director due
to governmental regulatory or judicial process. The Director agrees faithfully to keep in strict confidence, and not, either directly
or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of employment
duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books, price lists, information
and records and other information and aids relating to the Company’s business, and any and all other documents containing
Confidential Information furnished to the Director by the Company or otherwise acquired or developed by the Director, shall at
all times be the property of the Company. Upon termination of the Director’s services hereunder, the Director shall return
to the Company any such property or documents which are in the Director’s possession, custody or control, but this obligation
of confidentiality shall survive such termination until and unless any such Confidential Information shall have become, through
no fault of the Director, generally known to the public. The obligations of the Director under this subsection are in addition
to, and not in limitation or preemption of, all other obligations of confidentiality which the Director may have to the Company
under general legal or equitable principles.


(d)
Code of Business Conduct and Ethics. The Director agrees to abide by and follow all
such procedures set forth in the Company’s code of business conduct and ethics, as may be in existence now or at any time
during the term of this Agreement, and any other policy, code or document governing the conduct of directors of the Company as
may be in existence now or at any time during the term of this Agreement.


4.
Expenses. Upon submission of adequate documentation by the Director to the Company,
the Director shall be reimbursed for all reasonable expenses incurred in connection with the Director’s positions as a member
of the Board and for services as a member of each committee of the Board to which the Director may be appointed. 


5.
Indemnity. The Company and the Director agree that indemnification with respect
to the Director’s service on the Board shall be governed by that certain Indemnification Agreement attached as Exhibit
A hereto (“Indemnification Agreement”).


6.
Withholding. The Director agrees to cooperate with the Company to take all steps
necessary or appropriate for the withholding of taxes by the Company required under law or regulation in connection herewith, and
the Company may act unilaterally in order to comply with such laws. 


7.
Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns.




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8.
Recitals. The recitals to this Agreement are true and correct and are incorporated
herein, in their entirety, by this reference.


9.
Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and
effect. 


10.
Headings and Captions. The titles and captions of paragraphs and subparagraphs
contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of
this Agreement.


11.
Neutral Construction. Neither party hereto may rely on any drafts of this Agreement
in any interpretation of the Agreement. Both parties to this Agreement have reviewed this Agreement and have participated in its
drafting and, accordingly, neither party shall attempt to invoke the normal rule of construction to the effect that ambiguities
are to be resolved against the drafting party in any interpretation of this Agreement.


12.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which together will constitute one and the same instrument. 


13.
Miscellaneous. This Agreement shall be construed under the laws of the State
of New York, without application to the principles of conflicts of laws. This Agreement and the Indemnification Agreement constitute
the entire understanding between the parties with respect to the Director’s service on the Board and there are no prior or
contemporaneous written or oral agreements, understandings, or representations, express or implied, directly or indirectly related
to this Agreement that are not set forth or referenced herein. This Agreement supersedes all negotiations, preliminary agreements,
and all prior and contemporaneous discussions and understandings of the parties hereto and/or their affiliates with respect to
the Director’s service on the Board. The Director acknowledges that he has not relied on any prior or contemporaneous discussions
or understanding in entering into this Agreement. The terms and provisions of this Agreement may be altered, amended or discharged
only by the signed written agreement of the parties hereto. 


[Remainder of Page
Intentionally Left Blank]




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IN WITNESS WHEREOF,
the parties hereto have executed this Director Agreement as of the Effective Date.


	
        BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY

         

	 
	 
	By:                        
	Name: 
	Title:   
	
         

         

	
        DIRECTOR

         

	 
	 
	                                       
	Name: 
	  



 





Signature Page to Director Agreement




 







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EXHIBIT A


 


INDEMNIFICATION AGREEMENT


 


(Attached)