Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”)
is made as of July 15, 2021 (the “Effective Date”) between Shineco, Inc., with an address of Room 1001, Building
T5, DaZu Square, Daxing District, Beijing, People’s Republic of China 100176 (“Company”), and Jennifer
Zhan, with an address at [**] (“Employee”) (Company and Employee are each a “Party”
and collectively the “Parties”).


 


Whereas,
Employee is experienced in general management, including finance, investment, strategic planning, and corporate governance; and


 


Whereas,
Company desires to retain Employee to provide general management services and Employee agrees to provide such services, in accordance
with the terms and conditions set forth in this Agreement;


 


Now,
Therefore, in consideration of the premises, mutual
covenants, terms, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereby agree as follows:


 


1.
Services. Employee shall serve as an executive officer and her title shall be Chief Executive Officer. Employee will provide
general management services to Company, as further described in Attachment A - (the “Services”). Employee shall
provide such services as Company may reasonably request.


 


2.
Appointment; Term. Company hereby appoints Employee and Employee hereby accepts appointment as Chief Executive Officer,
subject to the terms and conditions of this Agreement. The term of this Agreement shall commence on the Effective Date and shall continue
for twelve (12) months (the “Term”).


 


3.
Use of Company Facilities, Equipment. Employee shall have a dedicated workspace or equipment at Company offices and shall
not have set hours for the performance of the Services. Company may authorize use of certain Company facilities and services, including,
but not limited to, use of temporary office space and Company equipment related to authorized projects, as long as such use does not
interfere with the day-to-day operations of Company.


 


4.
Ownership of Work Product. All work product developed by Employee, in whole or in part, either alone or jointly with others,
during the Term and any subsequent renewal term, which may relate in any manner to the actual or anticipated business, work, research,
or development of Company, or which result, to any extent, from the Services performed by Employee for Company, or use of Company’s
Confidential Information (as defined below), will be the sole property of Company.


 


5.
Compensation. As consideration for the Services, Company shall pay Employee a base salary of USD$60,000 per annum (before
tax), paid in periodic installments in accordance with the Company’s regular payroll practices commencing on the date hereof, subject
to annual review and approval of Compensation Committee of the Board of directors.


 


6.
Expenses. Company shall promptly reimbursement Employee for all reasonable and approved expenses incurred in the ordinary
course of providing services outlined in this Agreement. Reimbursable expenses shall not be limited to but shall include reasonable costs
of airfare, hotels, business meals when traveling, and mileage reimbursement. Employee shall provide a formal accounting of all expenses
including receipts on a monthly basis for approval and payment.


 


7.
Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated
upon mutual written consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this
Agreement upon thirty (30) days’ prior written notice to Company. Company may terminate this Agreement (i) without prior notice
and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action
or significant acts of misconduct) on the part of Employee or any of Employee’s agents providing services to Company, and (ii)
without just cause upon thirty (30) days’ written notice to Employee. This Agreement shall automatically terminate upon the death
of Employee. In the event of the termination of this Agreement, Company shall pay Employee the base salary through the date of termination.


 




    	 



     


    

 


8.
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered
personally, electronically, telecopied or sent by certified, registered or express mail, postage prepaid, to the Parties at the following
addresses or at such other addresses as shall be specified by the Parties by like notice, and shall be deemed given when so delivered
personally, electronically, telecopied or if mailed, five (5) days after the date of mailing, as follows:


 


If
to Company:


 


[**]


Or
through electronic mail at [**]


Attn:
Yuying Zhang


 


If
to Employee:


 


Jennifer
Zhan


[**]


Or
through electronic mail at [**]


 


9.
Confidentiality; Non-Solicitation.


 


A.
Employee shall keep secret and retain the confidential nature of all Confidential Information (as defined herein) belonging to Company
and take such other precautions with respect thereto as Company, in its sole discretion, may reasonably request. Employee shall not at
any time, whether before or after the termination of this Agreement, use, copy, disclose or make available any Confidential Information
(as defined herein) to any corporation, governmental body, individual, partnership, trust or other entity (a “Person”);
except that Employee may use, copy or disclose to any Person any Confidential Information (as defined herein) (i) to the extent required
in the performance of the Services, (ii) to the extent it becomes publicly available through no fault of Employee, and (iii) to the extent
Employee is required to do so pursuant to applicable law or court order.


 


B.
For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the affairs and operations
of Company that is not generally available to the public and that Company desires to keep confidential, including, but not limited to,
trade secrets, inventions, financial information, information as to customers, clients or patients, and suppliers, sales and marketing
information, and all documents and other tangible items relating to or containing any such information. Employee acknowledges that the
Confidential Information is vital, sensitive, confidential and proprietary to Company.


 


C.
All Confidential Information disclosed or made available by Company to Employee shall at all times remain the personal property of Company
and all documents, lists, plans, proposals, records, electronic media or devices and other tangible items supplied to Employee that constitute
or contain Confidential Information shall, together with all copies thereof, and all other property of Company, be returned to Company
immediately upon termination of this Agreement for whatever reason or sooner upon demand.


 


D.
Notwithstanding the foregoing, nothing in this Agreement shall (i) prohibit Employee from making reports of possible violations of federal
law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of
the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions
of state or federal law or regulation, or (ii) require notification or prior approval by Company of any reporting described in clause
(i).


 




    	 



     


    

 


E.
Pursuant to The Defend Trade Secrets Act (18 USC § 1833(b)), Employee may not be held criminally or civilly liable under any federal
or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly,
or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Employee, if suing Company for retaliation
based on the reporting of a suspected violation of law, may disclose a trade secret to her attorney and use the trade secret information
in the court proceeding, so long as any document containing the trade secret is filed under seal and Employee does not disclose the trade
secret except pursuant to court order.


 


F.
Employee acknowledges that a breach of the provisions of this Section 9 shall cause irreparable harm to Company for which it will have
no adequate remedy at law. Employee agrees that Company may, in its sole discretion, obtain from a court of competent jurisdiction an
injunction, restraining order or other equitable relief in favor of itself restraining Employee from committing or continuing any such
violation. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not be deemed a waiver of any
right to assert any other remedy which Company may have in law or in equity.


 


G.
Additionally, during the Term, Employee shall not induce or solicit Company’s employees, agents, Employees, contractors, clients,
and customers away from Company on its behalf or on behalf of any other company or person. Employee agrees that this Section 9, the scope
of the territory covered, the actions restricted thereby, and the duration of such covenant are reasonable and necessary to protect the
legitimate business interests of Company.


 


H.
The confidentiality and non-solicit obligations set forth herein shall survive for a period of twelve (12) months after the termination
or expiration of this Agreement.


 


10.
Indemnification. Employee and Company shall mutually indemnify, defend (with counsel chosen by Company), and hold each
other harmless from and against any and all claims, losses, damages, liabilities, actions, costs and expenses, including, but not limited
to, reasonable legal fees and expenses, paid or incurred by the other party and arising directly and indirectly out of: (i) any breach
of this Agreement by either party, (ii) any breach by either party of written policies or standards for Company or (iii) any other act
or omission of either party.


 


11.
Miscellaneous.


 


A.
Tax Withholding. Company may withhold from Employee any amounts payable under this Agreement such federal, state, or local taxes
as shall be required to be withheld pursuant to any applicable law or regulation.


 


B.
Governing Law; Jurisdiction and Venue. This Agreement shall be governed and controlled as to validity, enforcement, interpretation,
construction, effect, and in all other respects by the laws of the State of New York. In the event that any legal proceedings are commenced
in any court with respect to any matter arising under this Agreement, Employee and Company hereto specifically consent and agree that
the venue of any such action shall be in the courts of the State of New York and each of Employee and Company hereby waive any claim
that such venue is an inconvenient forum for the resolution of such proceeding.


 


C.
Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto and supersedes any prior agreement or
understanding, whether oral or written, between the Parties hereto with respect to the subject matter hereof.


 


D.
Waivers and Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties.
No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any Party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.


 


E.
Assignment. This Agreement may not be assigned by either Party without the prior written consent of a duly authorized officer
of the other Party. The merger or consolidation of a Party, or the sale of all or substantially all of the assets or shares of a Party
hereto, shall not be deemed an assignment of this Agreement.


 


F.
Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


G.
Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent
jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency
or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


H.
Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or email, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument.


 


[Signature
page follows.]


 




    	 



     


    

 


In
Witness Whereof, the Parties have entered into this
Employment Agreement as of the Effective Date set forth above.


 


	 	Shineco,
    Inc.
	 	 	 
	 	By:	/s/
    Yuying Zhang
	 	Name:	Yuying
    Zhang
	 	Title:	Chairman
    of the Board
	 	 	 
	 	Employee
	 	 	 
	 	 	/s/
    Jennifer Zhan
	 	Name:	Jennifer
    Zhan


 




    	 



     


    

 


Exhibit
A – Services


 


	●	General
    Management of Company
	●	Oversee
    daily operation
	●	Strategic
    planning and execution of plans
	●	Monitoring
    performance
	●	Communicate
    with Board of Directors
	●	Work
    with Company team and consultant on investor relation.