Exhibit 4.2


 


DIRECTOR AGREEMENT


 


This DIRECTOR
AGREEMENT is made as of this __________ (the “Agreement”), by and between Huitao Technology Co., Ltd., a Cayman Islands
company (the “Company”) and __________ (the “Director”).


 


WHEREAS, the
Company wishes to appoint the Director as a non-executive member of the Board of Directors of the Company and enter into an agreement
with the Director with respect to such appointment; and


 


WHEREAS, the
Director wishes to accept such appointment and to serve the Company on the terms set forth herein, and in accordance with, the
provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:


 


1. Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed as non-executive member
of the Board of Directors (the “Board”) to fill an existing but now vacant directorship and the Director hereby agrees
to serve the Company in that position upon the terms and conditions hereinafter set forth, provided, however, that the Director’s
continued service on the Board after the initial term on the Board shall be subject to any necessary approval by the Company’s
stockholders.


 


2. Duties.
During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director
shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested
by the Board, make herself available to the Company at mutually convenient times and places, attend external meetings and presentations,
as appropriate and convenient, and perform such duties, services and responsibilities and have the authority commensurate to such
position.


 


The Director
will use her best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is a full-time
executive employee of another entity and that her responsibilities to such entity must have priority and (ii) sits on the Board
of Directors of other entities. Notwithstanding same, the Director will use reasonable business efforts to coordinate her respective
commitments so as to fulfill her obligations to the Company and, in any event, will fulfill her legal obligations as a director.
Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business
activity which could materially interfere with the performance of her duties, services and responsibilities hereunder or which
is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no
way limit her activities on behalf of (i) her current employer and its affiliates or (ii) the Board of Directors of those entities
on which she sits.


 


3. Board
Committees. The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services
and responsibilities necessary thereunder.


 


4. Monetary Remuneration.


 


During the Directorship Term the Director shall receive the
following compensation and benefits: An annual compensation of __________.


 


5. Directorship
Term. The “Directorship Term”, as used in this Agreement, shall mean the period commencing on the date hereof and
terminating on the earliest of the following to occur:


 


(a) one (1) year from the date
hereof, subject to a one (1) year renewal term upon re-election by a majority of the shareholders of the Company;


 


(b) the death of the Director
(“Death”);


 


(c) the termination of the
Director from the position of member of the Board by the mutual agreement of the Company and the Director;


 


(d) the removal of the Director
from the Board by the shareholders of the Company;


 


(e) the resignation by the
Director from the Board if after the date hereof, the Chief Executive Officer of the current employer determines that the Director’s
continued service on the Board conflicts with her fiduciary obligations to her current employer (a “Fiduciary Resignation”);
and


 


(f) the resignation by the
Director from the Board if the board of directors or the Chief Executive Officer of her current employer requires the Director
to resign and such resignation is not a Fiduciary Resignation.


 


6. Director’s
Representation and Acknowledgment. The Director represents to the Company that her execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that she may have with or to any person or entity,
including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other
agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 




     


     


    

  


7. Director Covenants.


 


(a) Unauthorized Disclosure.
The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed
to and receive information relating to the confidential affairs of the Company, including but not limited to technical information,
business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions,
development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company
to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the
Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any
third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no
such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other
than as a result of the Director’s breach of her obligations hereunder and (ii) the Director may, after giving prior notice to
the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws
or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial
restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property, keys, notes,
memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines,
technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the
Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship
Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection
with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction
of the Company that the materials are necessary to her defense in the litigation, and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company.


 


(b) Non-Solicitation. During
the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship
with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term, was
an employee or customer of the Company or otherwise had a material business relationship with the Company.


 


(c) Remedies. The Director
agrees that any breach of the terms of this Section 7 would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat
of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened
breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having
to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this
paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof,
including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have
entered into this Agreement had the Director not agreed to the provisions of this Section 7.


 


The provisions
of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by
the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements of this Section 7.


 


8. Indemnification.
The Company agrees to indemnify the Director for her activities as a director of the Company to the fullest extent permitted by
law, and to cover the Director under any directors and officers liability insurance obtained by the Company. Further, the Company
and the Director agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company
and its other Board members.


 


9. Non-Waiver
of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either
the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance
with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or
subsequent time.


 




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10. Notices.
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested; to:


 


If to the Company:


 


Huitao Technology Co., Ltd.


9 North West Fourth Ring Road


Yingu Mansion Ste 1708, Haidian District


Beijing, PRC 100190


 


If to the director:


__________


 


Either of
the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant
to this Section 10.


 


11. Binding
Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns.
Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or
any portion of this Agreement without the prior written consent of the other party.


 


12. Entire
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as
to such subject matter.


 


13. Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 


14. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall
be heard and determined in any New York state or federal court and the parties hereto hereby consent to the jurisdiction of such
courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless
prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of
such action or proceeding through mediation by an independent third party.


 


15. Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute, if the Director’s position in such Dispute was found by the court, arbitrator or other
person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


16. Modifications.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing
duly signed by the party to be charged.


 


17.
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were
also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


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


 


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IN WITNESS WHEREOF, the Company has caused this Director
Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set her hand, on the day and year
first above written.


 


	HUITAO TECHNOLOGY CO., LTD.	 
	 	 	 
	By: 	 	 
	Name:	Yang (Sean) Liu	 
	Title:	Chief Executive Officer	 
	 	 	 
	DIRECTOR	 
	 	 	 
	By:	 	 
	Name:	 	 


 


 


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