Exhibit 10.5


 


Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772


 


December 9, 2021


 


Mr. Ming Ni


[*]


 


	Re:	 Director Offer Letter


 


Dear Mr. Ming Ni,


 


Dragon Victory International
Limited, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position
as a member of its board of directors (the “Board”). We believe your background and experience will be a significant
asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of
the Board, this letter agreement (this “Agreement”) shall constitute an agreement between you and the Company and contains
all the terms and conditions relating to the services you agree to provide to the Company.


 


1. Term. This
Agreement is effective upon your acceptance and signature below. Your term as a director shall commence upon you being elected to the
Board. Subject to the Company’s memorandum and articles of association, as amended, and the provisions in Section 8 below, your
term shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual
shareholder’s meeting, and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.


 


2. Services.
You shall render services as a member of the Board and the Board committees set forth on Schedule A attached hereto
(hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of
meetings of the Board and of the Board committee(s) of which you are a member as regularly or specially called. You may attend and participate
at each such meeting via teleconference, video conference, or in person. You shall consult with the other members of the Board and Board
committee(s) as necessary via telephone, electronic mail, or other forms of correspondence.


 


3. Compensation.
As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached
hereto (hereinafter, the “Compensation”) for serving on the Board during your term as a director. You shall be reimbursed
for reasonable and approved expenses incurred by you in connection with the performance of your Duties.


 


4. No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written
consent of the Company.


 


5. Confidential Information;
Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, and in
connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a. Definition.
For purposes of this Agreement the term “Confidential Information” means:


 


i. Any information
which the Company possesses that has been created, discovered, or developed by or for the Company, and which has or could have commercial
value or utility in the business in which the Company is engaged; or


 


ii. Any information
which is related to the business of the Company and is generally not known by non-Company personnel. 


 


iii. Confidential
Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas,
improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, general analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.


 






     


     


    

 


Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772


 


b. Exclusions.
Notwithstanding the foregoing, the term “Confidential Information” shall not include:


 


i. Any information
which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement,
or any other agreement requiring confidentiality between the Company and you;


 


ii. Information
received from a third party in rightful possession of such information who is not restricted from disclosing such information; and


 


iii. Information
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


c. Documents. You agree
that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs,
data, records, machines, or any other documents or items which in any manner contain or constitute Confidential Information, nor will
you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies,
to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in
Section 8 herein.


 


d. Confidentiality. You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe
necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement.


 


e. Ownership. You agree
that Company shall own all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions
(whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, and information made or conceived
or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively,
“Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company,
at its expense, to further evidence, record and perfect such assignments or conveyances as may be necessary in respect hereof, and to
perfect, obtain, maintain, enforce, and defend any rights assigned or otherwise conveyed.


 


6. Non-Competition.
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker, agent principal,
corporate officer, director, licensor, or in any other capacity whatsoever, engage in, become financially interested in, be employed by,
or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly
or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates in the
People’s Republic of China; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such
company, so long as you has no active role in the publicly owned company as director, employee, consultant, or otherwise. 


 


7. Non-Solicitation.
So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment
any individual who was an employee of the Company during your tenure.


 






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Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772


 


8. Termination and Resignation.
Your membership on the Board may be terminated for any or no reason by an Ordinary Resolution, as defined in the Company’s memorandum
and articles of association, as amended. Your membership on the Board or on any Board committee shall be terminated if you become of unsound
mind, are prohibited by law from acting as a director, or are subject to any other conditions as specified in the Company’s memorandum
and articles of association, as amended. Your membership on any Board committee will be terminated on the same effective date when your
membership on the Board is terminated. You may also terminate your membership on the Board or on any Board committee for any or no reason
by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective
upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective
date of the termination or Resignation, your right to compensation hereunder will be subject to the Company’s obligations to pay
you any compensation (including the vested portion of the securities of the Company) that you have already earned and to reimburse you
for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination
or Resignation. Any securities of the Company that have not vested as of the effective date of such termination or Resignation shall be
forfeited and cancelled.


 


9. Governing Law.
All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder,
shall be determined in accordance with the internal laws of the State of New York without regard to conflict of laws provisions therein.


 


10. Entire Agreement;
Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may
be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any
term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term
or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by
any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such
provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original
and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a
facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.


 


11. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements, and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your negligence, fraud, bad faith, or willful misconduct. The Company shall advance to you any expenses, including
reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by
applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the
final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation
evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgment or settlement that you are not entitled to be indemnified by the Company.


 


12. Not an Employment
Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you
as an employee of the Company.


 


13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.


 


[Signature Page Follows]


 




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Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772


 


This Agreement has been executed
and delivered by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 
	 	
    Dragon Victory International Limited 

	 	 
	 	/s/ Limin Liu 
	 	By: 	Limin Liu
	 	Title:  	Chief Executive Officer


 


AGREED AND ACCEPTED:


 


	/s/ Ming Ni	 
	By: Ming Ni	 



 




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Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772



 


Schedule A


 


The Director is offered to serve on the following
Board committee(s):


 


	Committee	Title
	Audit Committee	 
	Nominating and Corporate Governance Committee	 
	Compensation Committee	 



 



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Dragon Victory International Limited


Room 1803, Yintai International Building, Kejiguan
Road,


Binjiang District, Hangzhou, Zhejiang Province,
China


+86-571-82213772


 


Schedule B


Compensation


 


During your term as a member of the Board, you
will receive cash compensation in the amount of HKD760,000 per year, which shall be paid to you quarterly at the end of each quarter.


 


 


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