Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of June 11, 2021 (the “Effective Date”),
by and between TD Holdings, Inc., incorporated under the laws of the State of Delaware (the “Company”), and Tianshi
(Stanley) Yang, an individual (the “Executive”). Except with respect to the direct employment of the Executive by
the Company, the term “Company” as used herein with respect to all obligations of the Executive 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 Executive as its Chief Financial Officer and to assure itself of the services of the Executive during
the term of Employment (as defined below).


 


B.
The Executive desires to be employed by the Company as its Chief Financial Officer during the term of Employment and upon the terms and
conditions of this Agreement.


 


AGREEMENT


 


The
parties hereto agree as follows:


 


	1.	POSITION


 


The
Executive hereby accepts a position of Chief Financial Officer (the “Employment”) of the Company.


 


	2.	TERM


 


	 	Subject
    to the terms and conditions of this Agreement, the initial term of the Employment shall be 2 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 Executive 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
    Executive’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).


 


	 	(b)	The
    Executive 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
    Executive shall use his best efforts to perform his duties hereunder. The Executive 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 Executive 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 Executive 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
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the
Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive 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 Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive 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 Executive’s initial base salary shall be Seventy-five Thousand U.S. Dollars $75,000 per year, paid in periodic
    installments in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review
    and adjustment by the Board.


 


	 	(b)	Bonus.
    The Executive 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 Executive will be eligible to participate
    in such plan pursuant to the terms thereof as determined by the Board.


 


	 	(d)	Benefits.
    The Executive 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 Executive shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses
    incurred by the Executive 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 Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,


 


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


 


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


 


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


 


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


 






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(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 Executive has died, or


 


(2)
the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders
the Executive 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 Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
However, the Executive will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination,
and the Executive’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 Executive: (1) a lump sum cash payment
equal to1 months of the Executive’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 Executive.


 


Upon
termination without, the Executive 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 Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a
lump sum cash payment equal to 1 months of the Executive’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 Executive.


 


	 	(b)	By
    the Executive. The Executive 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 Executive’s authority, duties and responsibilities, or (2) there is a material
    reduction in the Executive’s annual salary. Upon the Executive’s termination of the Employment due to either of the above
    reasons, the Company shall provide compensation to the Executive equivalent to 1 months of the Executive’s base salary that
    he is entitled to immediately prior to such termination. In addition, the Executive 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 Executive’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.


 






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	8.	CONFIDENTIALITY
    AND NON-DISCLOSURE


 


	 	(a)	Confidentiality
    and Non-disclosure. The Executive 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 Executive 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 Executive by or obtained by the
    Executive 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 Executive.


 


	 	(b)	Company
    Property. The Executive 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 Executive’s employment with the Company (or at any other
    time when requested by the Company), the Executive 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 Executive 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 Executive 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 Executive
    has an agreement or duty to keep in confidence information acquired by Executive, 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 Executive 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.


 


	 	(d)	Third
    Party Information. The Executive 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 Executive agrees that the Executive owes the Company and such third
    parties, during the Executive’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 Executive breaches this Section 8, the Company
shall have right to seek remedies permissible under applicable law.


 


	9.	CONFLICTING
    EMPLOYMENT.


 


The
Executive 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 Executive’s employment, nor will the Executive engage in any other activities that conflict with his obligations
to the Company without the prior written consent of the Company.


 






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	10.	NON-COMPETITION
    AND NON-SOLICITATION


 


In
consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive 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
    Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive
    in the Executive’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
    Executive 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
    Executive 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 Executive 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 Executive breaches this Section 10, the Executive
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.


 


	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.


 






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	14.	ENTIRE
    AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Executive 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 Executive and a member of the Group. The Executive 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 Executive 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.


 


	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.


 


	 	TD
    Holdings, Inc,
	 	 	 
	 	By:	/s/
    Renmei Ouyang
	 	Name:	Renmei
    Ouyang 
	 	Title:	Chief
    Executive Officer 


 


	 	Executive
	 	 	 
	 	Signature:	/s/
    Tianshi (Stanley) Yang
	 	Name:	Tianshi
    (Stanley) Yang


 


 


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