Exhibit 10.5


 


Lichen China Limited


 


B2306, Block B Tower 3, Jinjiang Wanda Plaza Commercial
Complex


888 Century Avenue Meiling Street, Jinjiang City


Fujian Province People’s Republic of China
362000


 


October 20, 2021


 


 


Re: Director Offer Letter – Lourdes Felix


 


Dear Lourdes Felix:


 


Lichen China Limited, a Cayman
Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of
the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation
as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “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. Your appointment shall begin upon Nasdaq’s approval of Company’s listing.


 


1. Term. This
Agreement is effective as of the date of this Agreement. Your term as a Director shall continue subject to the provisions in Section 9
below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the
board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall
remain in full force and effect.


 


2. Services. You
shall render customary services as a Director, member of the Audit Committee, Nomination Committee and Compensation Committee (hereinafter,
your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and
operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult
with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.


 


3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. 


 


4. Compensation. As
compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $50,000 for each calendar
year of service under this Agreement on a pro-rated basis, payable in cash quarterly.


 


You shall be reimbursed for
reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).


 


5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and
directors insurance policy, if available.


 


6. 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.


 


7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below)
of the Company, 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; (ii) any information which is related to the business of the Company and is generally not known by non-Company
personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes,
formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to
practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data,
know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier
identities, characteristics and agreements.


 






     


     


    

 


b. Exclusions. Notwithstanding
the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily
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; (iii) information known by you prior to receipt of such information from the Company,
which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation,
judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided,
however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order
requiring that the Confidential Information not be disclosed.


 


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 Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 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 may
be 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. Notwithstanding the foregoing,
you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting
or tax purposes and who agree to be bound by the provisions of this paragraph (d).


 


e. Ownership. You
agree that the 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, and to perfect, obtain, maintain, enforce, and defend any rights
assigned.


 


8.  Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due
to your appointment.


 


9.  Termination
and Resignation. Your services as a Director may be terminated for any or no reason by the determination of the Board.
You may also terminate your services as a Director 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 terminate subject to the Company’s obligations to pay you any compensation 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.


 






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10. Governing
Law; Arbitration.  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 law of the State of New York. All
disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof
or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration
administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The
law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be
one. The arbitration proceedings shall be conducted in English.


 


11. 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.


 


12.    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 gross negligence 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. 


 


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 Directors of the Company of any questions arising under this Agreement.


 






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


 


	 	Sincerely,
	 	 	 
	 	Lichen China Limited
	 	 	 
	 	By:	/s/ Ya Li
	 	 	Ya Li
	 	 	Chief Executive Officer and Chairman


 


	AGREED AND ACCEPTED:	 
	 	 
	/s/ Lourdes Felix	 
	Lourdes Felix	 
	Address:	 
	Phone Number:	 
	Email:	 


 


 


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