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Re: Director Offer Letter
Dear Mr. Stephen P. Brown
Akso Health Group, a Cayman Islands exempt company
(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 (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.
This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the
provisions in Section 8 below or 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
You shall render services as a member of the Board and the Board's 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 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 committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
Remuneration. During the directorship term the director shall receive the following compensation and benefits: An annual
compensation of $60,000, to be paid on a quarterly basis according to the Company's payroll practices.
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.
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:
Definition. For purposes of this Agreement the term "Confidential Information" means:
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
information which is related to the business of the Company and is generally not known by non-Company personnel.
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, and analyses, business plans and analyses,
strategies, forecasts, customer and supplier identities, characteristics and agreements.
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;
received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
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.
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.
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, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.
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, stockholder, 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; 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.
and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding
at least a majority of the shares of the Company's issued and outstanding shares entitled to vote. Your membership on the Board
or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent
by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on
a 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 terminate subject
to the Company's obligations to pay you any compensation (including the vested portion of the Shares) 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 Shares that have not vested as of the effective date of such termination or Resignation shall be
forfeited and cancelled.
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 law of the State of New York applicable to agreements made and to
be performed entirely in the State of New York.
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
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 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.