Exhibit 10.1


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is entered into on June 23, 2022 and effective as of January 1, 2022 (the “Effective
Date”) by and between SeD Development Management LLC (the “Company”), and MacKenzie Equity Partners, LLC
(the “Consultant”).


 


In
consideration of the services to be rendered, the mutual covenants set forth herein and for other valuable consideration, receipt and
adequacy of which is acknowledged, the Company and the Consultant hereby agree to the following terms:


 


1.
Termination of previous Consulting Services Agreement. The parties hereto hereby agree that as of December 31, 2021, the Consulting
Service Agreement between the Company and the Consultant, dated May 1, 2017 (the “2017 Agreement”) is deemed to be terminated.
The parties hereto acknowledge that as of the date hereof, no further compensation is owed by the Company to the Consultant for services
rendered subsequent to December 31, 2021 pursuant to the 2017 Agreement. Each of the Company and the Consultant waives any right to advance
notice of such termination, whether pursuant to the 2017 Agreement, or state or federal law.


 


2.
Term. The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall remain in force (a)
until it is terminated by the Company or the Consultant; or (b) upon the occurrence of any of those certain events described in Clause
17 of this Agreement. Either the Company or the Consultant may terminate this Agreement, with or without cause, upon thirty (30) days’
advance written notice to the other party hereto, unless otherwise mutually agreed upon. In the event of the death, disability or other
incapacity of Charles MacKenzie, or his termination by the Consultant or resignation as an employee, Member or Manager of the Consultant,
this Agreement may be terminated by the Company and all compensation due hereunder shall cease as of the date of termination, resignation,
death, disability or other incapacity.


 


3.
Consulting Services. The Consultant shall render at the request of the Company, those independent advisory and consulting services
described in Exhibit A to this Agreement (the “Services”), in compliance with all applicable laws, the Company’s Articles
of Incorporation and Bylaws, and the terms and conditions set forth herein. All Services will be performed solely by the Consultant and
are not assignable without the Company’s written approval. The Consultant shall appoint Charles MacKenzie to render the Services
to the Company, and the Consultant may not utilize any other person to provide the Services to the Company without the Company’s
written approval.


 


4.
Reporting. The Consultant shall report to the management team of the Company and support the real estate team in the United States
and Singapore offices including Heng Fai Chan, Tung Moe Chan and any other persons the Company may designate.


 


5.
Independent Contractor. It is the express intention of the Company and the Consultant that the Consultant is an independent contractor
and not an employee, agent, joint venture partner or representative of the Company. The Consultant agrees he will have no right to claim
or receive any employee benefits including but not limited to health or life insurance benefits, worker’s compensation and/or unemployment
benefits. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee.
The Company and the Consultant acknowledge that Consultant is not an employee for state or federal tax purposes.


 




    	 



     


    

 


6.
Authority. The Consultant shall have no authority to assume or create any obligation, liability or undertake any responsibility
whatsoever, express or implied on behalf of and in the name of the Company or any its affiliates.


 


7.
Non-Competition. The Consultant, during the Term of this Agreement and for a period of six (6) months following termination or
expiration of this Agreement:


 


	(i)
    	Shall
    advise the Company immediately if the Consultant is directly or indirectly engaged or concerned in (whether as an employee, agent,
    independent contractor or otherwise) the conduct of any business competing with the businesses carried on or proposed to be carried
    on by the Company at any time;
	 	 
	(ii)	 Shall
    advise the Company immediately if the Consultant becomes a director, officer or owner in any company engaged in any business competing
    with the Company;
	 	 
	(iii)
    	Shall
    not solicit or entice away or attempt to solicit or entice away from the Company or any of its subsidiaries the customer of any person,
    firm, company or organization who shall at any time have been a customer, client, distributor or agent of the Company or any of its
    subsidiaries or in the habit of dealing with the Company or any of its subsidiaries;
	 	 
	(iv)
    	Shall
    not solicit or entice away or attempt to solicit or entice away from the Company or any of its subsidiaries any person who is an
    officer, manager or employee of the Company or any of its subsidiaries whether or not such person would commit a breach of his contract
    of employment by reason of leaving the Company or any of its subsidiaries; or
	 	 
	(v)
    	Shall
    not, in relation to any trade, business or company, use any name in such a way as to be capable of or likely to be confused with
    the name of the Company or any of its subsidiaries and shall use all reasonable efforts to ensure that no such name shall be used
    by any other person, firm or company.


 


8.
Method of Performing Services. The Company and the Consultant will determine the method, details, and means of performing the
above-described Services. The Consultant agrees that Services to be performed will be conducted in a professional and competent manner
in conformity with this Agreement and the Code of Ethics issued by the Company. In providing the Services hereunder, the Consultant will
comply with all applicable laws, rules, regulations and standards of any public authority having jurisdiction.


 


9.
Consulting Fees. In consideration of the Consultant’s satisfactory performance of the Services, the Company shall pay the
Consultant a monthly fixed fee of USD $25,000 for the Term of the agreement until the termination of the Agreement unless mutually agreed
by the Company and Consultant. Such fees (collectively the “Consulting Fees”) shall be payable without deduction, including
no deduction for federal income, social security or state income taxes.


 


10.
Performance Bonus. In addition to the Consulting Fees, the Company will also pay to the Consultant the following performance bonuses
(each, a “Performance Bonus”, and collectively, the “Performance Bonuses”) on fulfilling of certain milestones
below in 2022:


 




    	 



     


    

 


	(i)	A
    sum of USD $50,000 on June 30 2022;
	(ii)	a
    sum of USD $50,000 upon the successful financing of 100 homes owned by American Housing REIT Inc. with an entity not affiliated with
    the Company;
	(iii)	and
    a sum of USD $50,000 upon the successful leasing of 30 homes in the Alset of Black Oak development which are owned by the Company
    or an affiliated company.


 


For
purpose of clarity, any Performance Bonus will only be paid out in accordance with each stage of completion as stipulated above and shall
not be pro-rated in the event that this Agreement is terminated. No Performance Bonus shall be paid for milestones listed above which
may not be completed or be completed subsequent to the Term of this Agreement, regardless of the reasons for any delay or termination
of a project.


 


11.
Taxes. The Consultant is responsible for paying all required taxes applicable to its jurisdiction. In particular, the Company
will not make unemployment insurance contributions, withhold income taxes, make disability insurance contributions or obtain workers’
compensation insurance on behalf of the Consultant or any of Consultant’s employees or subcontractors. The
Consultant shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and
interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be its employees or
contractors and the Consultant shall be fully responsible for them and indemnify the Company against any claims made by or on behalf
of any such employee or contractor.


 


12.
Payment of Expenses. In addition to the Consulting Fees to be paid to the Consultant pursuant to Clause 6 above, the Company shall
pay the Consultant its actual and documented out-of–pocket expenses reasonably incurred by the Consultant in furtherance of its
performance hereunder including, without limitation, amounts incurred for travel and anything required to meet his deliverables under
this Agreement, provided, however, that all such expenses must be pre-approved by the Company in writing. The Consultant shall submit
supporting receipts for reimbursement, per the Company’s expense reimbursement procedure and guideline.


 


13.
Time Devoted to Company. The Consultant agrees to devote full time necessary to perform the Services under this Agreement. Full
time should be defined as the regularly established working hours of the Company. In addition, the Consultant shall perform the Services
under this Agreement at any suitable time and location that the Consultant sees fit, provided that the Consultant will also attend status
update or planning calls or meetings or other conference calls as may be reasonably requested by the Company.


 


14.
Assignment. This Agreement may not be assigned by the Consultant without the prior written consent of the Company. The Company
may assign this Agreement to any corporate entity which is under the control of the same management or direct or indirect majority corporate
ownership as the Company.


 


15.
Transfer. The Consultant may be transferred to any of the Company’s business locations, branches, subsidiaries or associated
companies, either temporarily or permanently in the course of performing his duties.


 




    	 



     


    

 


16.
Confidentiality and Non-Disclosure. The Consultant understands that the Consultant’s consulting engagement by the Company
creates a relationship of confidence and trust with respect to any information of a confidential or secret nature that may be disclosed
to the Consultant by the Company or a third party that relates to the business of the Company or to the business of any parent, subsidiary,
affiliate, customer or supplier of the Company or any other party with whom the Company agrees to hold information of such party in confidence
(the “Confidential Information”). The Consultant will use the Confidential Information only for the purpose of performing
Services.


 


Such
Confidential Information includes, but is not limited to, assigned inventions, marketing plans, product plans, business strategies, financial
information, forecasts, personnel information, customer lists and data, and domain names. It shall not include information if any, which
was or becomes generally available to the public.


 


At
all times, both during the Term of this Agreement and after its termination, the Consultant will keep and hold all such Confidential
Information in strict confidence and trust. The Consultant will not use or disclose any Confidential Information without the prior written
consent of the Company, except as may be required by laws. Upon termination of this Agreement, the Consultant will promptly deliver to
the Company all documents and materials of any nature pertaining to the Consultant’s work with the Company. The Consultant will
not retain any documents or materials or copies thereof containing any Confidential Information.


 


All
results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”)
and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and
materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived,
or reduced to practice in the course of performing the Services or other work performed in connection with the Services or this Agreement
(collectively, and including the Deliverables, “Work Product”), and all patents,
copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary
information, and other intellectual property rights (collectively “Intellectual Property Rights”)
therein, shall be owned exclusively by the Company. Consultant acknowledges and agrees that any and all Work Product that may qualify
as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made
for hire” for the Company and all copyrights therein shall automatically and immediately vest in the Company. To the extent that
any Work Product does not constitute “work made for hire,” Consultant hereby irrevocably assign to the Company and its successors
and assigns, for no additional consideration, your entire right, title, and interest in and to such Work Product and all Intellectual
Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation,
or dilution thereof.


 


The
Company and the Consultant, on behalf of themselves and their employees, principals, officers, managers, partners, shareholders, members
and directors, represent and agree that they will keep the terms of this Agreement confidential and not disclose the terms of this Agreement
except (a) as required to enforce this Agreement or any of its terms, (b) as required by law and/or court process, (c) in connection
with any pending litigation, (d) in connection with any claim that could reasonably be filed, and/or (e) to parties who reasonably need
to be informed of the terms of the Agreement, such as attorneys and accountants. In addition, the Consultant and the Company and their
stockholders (including any direct or indirect corporate parent), members, officers, directors and other affiliates may disclose the
terms of the Agreement, to the degree necessary, to comply with government regulatory bodies or the rules and/or policies of relevant
stock exchanges. The aforementioned shall include, but is not limited to, disclosure that may be included in any filing to be made by
any party hereto, or any direct or indirect corporate parent or other affiliate thereof, with the U.S. Securities and Exchange Commission
or any comparable body in any foreign jurisdiction.


 




    	 



     


    

 


17.
Termination. Notwithstanding any other term contained herein, this Agreement shall be terminated immediately by either the Company
or the Consultant upon a breach by the other party of any of the terms in this Agreement. A breach of this Agreement may be defined (but
not limited to) as follows:


 


	(a)	Failure
to perform Services, whether negligently or intentionally.
	(b)	Insubordination.
	(c)
    	Breach
    of Company policies.
	(d)
    	Bringing
    the Consultant or the Company into disrepute, including through the arrest and/or conviction of any officer or the largest member
    or stockholder, as applicable, of the Company or Consultant.
	(e)	Misrepresentation
to the Company, including its management and staff and affiliated companies and their management and staff and to third parties.
	(f)	Failure
to be qualified to perform the Services.
	(g)	Fraud
and dishonesty.
	(h)	Any
other conduct, at the Company’s sole discretion, that the Company believes to be worthy of immediate dismissal to protect the Company.
	(i)	Bankruptcy
or insolvency of either party.


 


18.
Effect of Termination. Upon termination of this Agreement, the Consultant shall:


 


	(i)
    	immediately
    and without claim for compensation resign from all positions and offices held in the Company;
	(ii)	deliver
to the Company in proper order and condition all books, documents, papers, materials and any other property or assets relating to the
business or affairs of the Company, whether in paper or electronic format, which may then be in his possession or under his control;
	(iii)	not
at any time thereafter represent itself as being in any way connected with the business of the Company.


 


19.
Notices. All notices or other communications required or permitted hereunder shall be in writing (except as otherwise provided
herein) and shall be deemed duly given when received by delivery in person, by email or by an overnight courier service:


 


If
to the Company:


 


If
to the Consultant:


 


or
to such other addresses as a party may designate by five days’ prior written notice to the other party.


 


20.
Entire Agreement; Modification. This Agreement supersedes any and all agreements, either oral or written, between the parties
hereto with respect to the rendering of Services by the Consultant for the Company and contains all of the covenants and agreements between
the parties with respect to the rendering of such Services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be
valid or binding. Any modification, amendment or waiver of this Agreement will be effective only if it is in writing signed by the party
to be charged.


 




    	 



     


    

 


21.
Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.


 


22.
Indemnity. The Consultant and the Company each indemnify the other and the other’s respective officers,
directors, employees, agents, successors, and assigns against all claims, actions, liability and expenses (including court costs
and reasonable attorney’s fees) resulting from a party’s breach of this Agreement. In no event shall either party be liable
for any incidental or consequential damages, whether foreseeable or not, occasioned by any breach of any obligation under this Agreement,
whether based on negligence or otherwise.


 


23.
Authority. Each undersigned party to this Agreement represents and warrants that it is fully authorized and empowered to enter
into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between such party
and any other person, firm or organization.


 


24.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland, without
regard to its conflict of laws principles. Any legal suit, action or proceeding arising out of or based upon this Agreement or the Services
contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Maryland in each case
located in Bethesda, Maryland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action
or proceeding.


 


25.
Counterparts. This Agreement may be executed in one 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. For the purpose of proving the authenticity of this Agreement, facsimile
signature shall be treated the same as original signatures.


 




    	 



     


    

 


WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their duly authorized agents.


 


COMPANY:


 


SeD
Development Management LLC


 


	/s/ Tung Moe Chan	 
	Name:
    	Tung Moe Chan	 
	Title:
    	Manager	 


 


CONSULTANT:


 


MacKenzie
Equity Partners, LLC


 


	/s/ Charles MacKenzie	 
	Name:
    	Charles MacKenzie	 
	Title:
    	Manager	 


 




    	 



     


    

 


Exhibit
A


(the
“Services”)


 


Your
services will include (but not be limited) to the following –


 


	1.
    	Acting
    as a strategic advisor for U.S. real estate assets (“U.S. RE Assets”) to the Company and its officers and the Company’s
    network of affiliated businesses.
	 	 
	2.
    	Communicating
    with the senior management in the Company’s network of businesses that relate to U.S. RE Assets.
	 	 
	3.
    	Managing
    U.S. RE Assets, including sourcing opportunities, leading and managing the real estate development, advising on cash requirements
    and investment of the cash into opportunities.
	 	 
	4.	Leading
the development and management of the Company’s network of businesses that relate to U.S. RE Assets as requested.
	 	 
	5.
    	Attending
    progress meetings in addition to any other tasks relevant to management of the project.
	 	 
	6.
    	Managing
    partners, buyers, general contractors, subcontractors and vendors throughout the development process.
	 	 
	7.	Ensuring
adherence to project budgets and schedules.
	 	 
	8.	Developing
and reviewing cash flows and rigorous management of budgets.
	 	 
	9.
    	Running
    sensitivity analyses on various scenarios.
	 	 
	10.
    	Analyzing
    the overall viability of new.
	 	 
	11.
    	Completing
    due diligence projects.
	 	 
	12.
    	Summarizing
    and developing a “package” for internal review/approval for potential investors.
	 	 
	13.
    	Providing
    frequent reports on project status and progress.
	 	 
	14.
    	Conducting
    fund raising activities such as procuring loans from financial institutions, conducting presentations and road shows, and performing
    other investor activities.
	 	 
	15.
    	Performing
    any actions necessary towards a listing of the Company and/or its affiliates.
	 	 
	16.
    	Taking
    on other projects and positions related to the Company or its affiliates as may be assigned to you.