Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”), is entered into as of December 4, 2017 (the “Effective Date”), by
and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the “Company”),
and Jing Zhen Deng, an individual (the “Significant Employee”). Except with respect to the direct employment
of the Significant Employee by the Company, the term “Company” as used herein with respect to all obligations of the
Significant Employee hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively,
the “Group”).


 


RECITALS


 


A. The Company desires to employ the Significant
Employee as its Chief Scientific Officer (“CSO”) and Chief Operating Officer (“COO”) and
to assure itself of the services of the Significant Employee during the term of Employment (as defined below).


 


B. The Significant Employee desires to
be employed by the Company as its CSO and COO during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto agree as follows:


 


		1.	POSITION


 


The Significant Employee
hereby accepts a position of CSO and COO (the “Employment”) of the Company.


 


		2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be five years commencing on the Effective
Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional
one-year terms if neither the Company nor the Significant Employee provides a notice of termination of the Employment to the other
party or otherwise proposes to re-negotiate the terms of the Employment with the other party within three months prior to the
expiration of the applicable term.

 


		3.	DUTIES
AND RESPONSIBILITIES


 


		(a)	The
Significant Employee’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors
(the “Board”).


 


		(b)	The
Significant Employee shall devote all of his working time, attention and skills to the performance of his duties at the Company
and shall faithfully and diligently serve the Company in accordance with this Agreement, the Certificate of Incorporation and
Bylaws of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines,
policies and procedures of the Company approved from time to time by the Board.


 


		(c)	The
Significant Employee shall use his best efforts to perform his duties hereunder. The Significant Employee shall not, without the
prior written 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 engages in the same business in which the
Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude
the Significant Employee from holding any shares or other securities of any Competitor that is listed on any securities exchange
or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares
and securities. The Significant Employee shall notify the Company in writing of his interest in such shares or securities in a
timely manner and with such details and particulars as the Company may reasonably require.


 




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		4.	NO
BREACH OF CONTRACT


 


The Significant
Employee hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Significant Employee
and the performance by the Significant Employee of the Significant Employee’s duties hereunder shall not constitute a breach
of, or otherwise contravene, the terms of any other agreement or policy to which the Significant Employee is a party or otherwise
bound, except for agreements entered into by and between the Significant Employee and any member of the Group pursuant to applicable
law, if any; (ii) that the Significant Employee 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 Significant Employee entering
into this Agreement or carrying out his duties hereunder; (iii) that the Significant Employee 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.


 


		5.	Intentionally
Omitted


  


		6.	COMPENSATION
AND BENEFITS


 


		(a)	Base
Salary. The Significant Employee’s initial base salary shall be $50,000 and such compensation is subject to annual
review and adjustment by the Board.


 


		(b)	Bonus.
The Significant Employee shall be eligible for Bonuses determined by the Board.


 


		(c)	Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Significant Employee will be eligible
to participate in such plan pursuant to the terms thereof as determined by the Board.


 


		(d)	Benefits.
The Significant Employee 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.


 


		(e)	Expenses.
The Significant Employee shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and
other expenses incurred by the Significant Employee in the performance of his duties under this Agreement; provided that he properly
accounts for such expenses in accordance with the Company’s policies and procedures.


 


		7.	TERMINATION
OF THE AGREEMENT


 


		(a)	By
the Company.


 


(i) For Cause.
The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration
is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable
law), if:


 


(1) the Significant Employee
is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,


 


(2) the Significant Employee
has been grossly negligent or acted dishonestly to the detriment of the Company,


 




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(3) the Significant Employee
has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after
the Significant Employee is afforded a reasonable opportunity to cure such failure; or


 


(4) the Significant Employee
violates Section 8 or 10 of this Agreement.


 


Upon termination for cause, the
Significant Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Significant
Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the
Significant Employee’s right to all other benefits will terminate, except as required by any applicable law.


  


(ii) For death
and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or
remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if:


 


(1) the Significant Employee
has died, or


 


(2) the Significant Employee
has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Significant
Employee unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation,
for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer
period would apply.


 


Upon termination for death or
disability, the Significant Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However,
the Significant Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination,
and the Significant Employee’s right to all other benefits will terminate, except as required by any applicable law.


 


(iii) Without
Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination
without cause, the Company shall provide the following severance payments and benefits to the Significant Employee: (1) a
lump sum cash payment equal to 12 months of the Significant Employee’s base salary as of the date of such termination; (2) a
lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination,
if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing
the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held
by the Significant Employee.


 


Upon termination without, the
Significant Employee shall be entitled to the amount of base salary earned and not paid prior to termination.


 


(iv) Change of Control
Transaction. If the Company or its successor terminates the Employment upon 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 (the “Change of Control
Transaction”), the Significant Employee shall be entitled to the following severance payments and benefits upon such
termination: (1) a lump sum cash payment equal to 12  months of the Significant Employee’s base salary at a rate
equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary
as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus
for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s
health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any
outstanding equity awards held by the Significant Employee.


 




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		(b)	By
the Significant Employee. The Significant Employee may terminate the Employment at any time with a one-month prior written
notice to the Company, if (1) there is a material reduction in the Significant Employee’s authority, duties and responsibilities,
or (2) there is a material reduction in the Significant Employee’s annual salary. Upon the Significant Employee’s
termination of the Employment due to either of the above reasons, the Company shall provide compensation to the Significant Employee
equivalent to 12 months of the Significant Employee’s base salary that he is entitled to immediately prior to such termination.
In addition, the Significant Employee may resign prior to the expiration of the Agreement if such resignation is approved by the
Board or an alternative arrangement with respect to the Employment is agreed to by the Board.


 


		(c)	Notice
of Termination. Any termination of the Significant Employee’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.


 


		8.	CONFIDENTIALITY
AND NON-DISCLOSURE


 


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


 


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


 


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


 


This Section 8 shall
survive the termination of this Agreement for any reason. In the event the Significant Employee breaches this Section 8, the Company
shall have right to seek remedies permissible under applicable law.


 


		9.	CONFLICTING
EMPLOYMENT.


 


The Significant
Employee hereby agrees that, during the term of his employment with the Company, he or she will not engage in any other employment,
occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved
during the term of the Significant Employee’s employment, nor will the Significant Employee engage in any other activities
that conflict with his obligations to the Company without the prior written consent of the Company.


 


		10.	NON-COMPETITION
AND NON-SOLICITATION


 


In consideration
of the salary paid to the Significant Employee by the Company and subject to applicable law, the Significant Employee agrees that
during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever
reason:


 


		(a)	The
Significant Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to
the Significant Employee in the Significant Employee’s capacity as a representative of the Company for the purposes of doing
business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;


 


		(b)	The
Significant Employee will not assume employment with or provide services as a director or otherwise for any Competitor, or engage,
whether as principal, partner, licensor or otherwise, in any Competitor; and


 


		(c)	The
Significant Employee will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever,
to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding
such termination.


 


The provisions contained
in Section 10 are considered reasonable by the Significant Employee and the Company. In the event that any such provisions
should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application
reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.


 


This Section 10 shall
survive the termination of this Agreement for any reason. In the event the Significant Employee breaches this Section 10, the Significant
Employee acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or
a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event,
the Company shall have right to seek all remedies permissible under applicable law.


 


		11.	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.


 




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		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 Change of Control Transaction,
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 Significant Employee and the Company regarding the terms of the Employment and
supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements
between the Significant Employee and a member of the Group. The Significant Employee acknowledges that he or 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 Significant Employee and the Company.


 


		15.	GOVERNING
LAW; JURISDICTION


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware and each of the parties irrevocably consents
to the jurisdiction and venue of the federal and state courts located in Delaware.


 


		16.	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.


 


		17.	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.


 


		18.	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.


 




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		19.	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.


 


		20.	NO
INTERPRETATION AGAINST DRAFTER


 


Each party recognizes
that this Agreement is a legally binding contract and acknowledges that it, he or she 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.


 


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


 


	 	China SXT Pharmaceuticals, Inc.
	 	 	 
	 	By:	/s/Feng Zhou 
	 	Name:	Feng Zhou
	 	Title:	Sole Director    


 


	 	Significant Employee
	 	 	 
	 	Signature:	/s/Jing Zhen Deng 
	 	Name:	Jing Zhen Deng


 




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