XcelMobility Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2013 • XcelMobility Inc. • Services-prepackaged software • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of April 23, 2013, by and between XCELMOBILITY, INC., a corporation organized under the laws of Nevada, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

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EXHIBIT 10.1 LETTER OF INTENT THIS LETTER OF INTENT (the "LOI"), is entered into by and, BETWEEN: ADVANCED MESSAGING SOLUTIONS, INC., a Nevada corporation having an office at 2377 Gold Meadow Way, Suite 100, Gold River, California U.S.A. 95670...
Letter of Intent • March 9th, 2011 • Advanced Messaging Solutions Inc. • Services-prepackaged software
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INVESTMENT AGREEMENT
Investment Agreement • April 29th, 2013 • XcelMobility Inc. • Services-prepackaged software • Massachusetts

INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of April 23, 2013 by and between XCELMOBILITY, INC. a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software • Nevada

This Indemnification Agreement (this “Agreement”), dated as of August 30, 2011, is made by and between XcelMobility Inc., a Nevada corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 5th, 2014 • XcelMobility Inc. • Services-prepackaged software

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2014, between XCELMOBILITY, INC., a Nevada corporation (the “Company”), and HANOVER HOLDINGS I, LLC, a New York limited liability company (the “Investor”).

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Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "AGREEMENT") is made this 5th day of July 2011 by and among XcelMobility, Inc. (f/k/a Advanced Messaging Solutions, Inc.), a Nevada corporation ("PUBCO"), on the one hand, and...
Share Exchange Agreement • July 6th, 2011 • XcelMobility Inc. • Services-prepackaged software • Nevada
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 5th, 2014 • XcelMobility Inc. • Services-prepackaged software • Illinois

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of May, 2014 by and between XcelMobility, Inc., a Nevada corporation (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company (the “Investor”).

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BOARD ADVISORY AGREEMENT
Board Advisory Agreement • August 14th, 2012 • XcelMobility Inc. • Services-prepackaged software • Nevada

This Board Advisory Agreement (“Agreement”) is made and entered into as of the 14th day of August, 2012 by and between XcelMobility, Inc., a Nevada corporation (the “Company”), and Gregory Tse, an individual (“Advisor”). In consideration of the mutual promises contained herein, the parties agree as follows:

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Loan Agreement By and between The Shareholder of Shenzhen CCPower Corporation (“Borrower”) and Shenzhen CCPower Investment Consulting Co., Ltd. (“Lender”) August 25, 2016 Loan Agreement
Loan Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

NOW, THEREFORE, The Parties made and entered into this Agreement with respect to the Loan hereunder through friendly negotiation as follows:

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Equity Pledge Agreement By and among The Shareholder of Shenzhen CCPower Corporation (“Pledgor”) Shenzhen CCPower Investment Consulting Co., Ltd. (“Pledgee”) and Shenzhen CCPower Corporation (“Company”) August 25, 2016 Equity Pledge Agreement
Equity Pledge Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is entered into on August 25, 2016 by and among the following parties:

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Exclusive Purchase Option Agreement by and among Shenzhen CCPower Investment Consulting Co., Ltd. Shenzhen Jifu Communication Technology Co., Ltd. and Shareholders of Shenzhen Jifu Communication Technology Co., Ltd. [May 7, 2013]
Exclusive Purchase Option Agreement • May 13th, 2013 • XcelMobility Inc. • Services-prepackaged software

Party A, Party B, and Shareholder are hereinafter from time to time, collectively, referred to as the “Parties”, and each of them is hereinafter from time to time referred to as a “Party”; The equity interests in Party B held by Shareholder or any shareholder now existing or hereafter acquired is hereinafter from time to time referred to as the “Equity Interests” or “Equity”.

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SECOND AMENDED AND RESTATED MANAGEMENT SERVICE AGREEMENT
Management Service Agreement • August 2nd, 2016 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an executive office at 2225 East Bayshore Road, Suite 200, Palo Alto, CA 94303 (the “Company”).

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • August 2nd, 2016 • XcelMobility Inc. • Services-prepackaged software

This Settlement Agreement and Mutual Release (this “Settlement Agreement”) dated as of July 31, 2016, is entered into by and between Xcelmobility Inc. (the “Company”), and Xili Wang (the “Executive,” and together with the Company, collectively, jointly and severally, referred to herein as the “Parties” or singularly a “Party”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 13th, 2013 • XcelMobility Inc. • Services-prepackaged software • Nevada

This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of this 7th day of May, 2013, by and among XcelMobility Inc., a Nevada corporation (“Pubco”), and Shenzhen CC Power Investment Consulting Co., Ltd., a company organized under the laws of the People’s Republic of China and an indirect wholly-owned subsidiary of Pubco (“CC Power”) on one hand, and Shenzhen Jifu Communication Technology Co., Ltd., a company organized under the laws of the People’s Republic of China (the “Company”), the shareholders of the Company as set forth on Exhibit A attached hereto (the “Company Shareholders”), and Mr. Hui Luo, on the other hand.

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Contract
Private Placement Subscription Agreement • June 18th, 2009 • Advanced Messaging Solutions Inc. • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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Contract
Convertible Promissory Note • May 6th, 2016 • XcelMobility Inc. • Services-prepackaged software • Nevada

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) A NON-US PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (iii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iv) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS IS AVAILABLE.

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THIS MANAGEMENT SERVICE AGREEMENT entered into as of the 30th day of August 2011 BETWEEN:
Management Service Agreement • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an Executive Office at #600 - 303 Twin Dolphins Drive, Redwood City, California.

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Technical Services Agreement by and among Shenzhen CCPower Corporation Shenzhen CCPower Investment Consulting Co., Ltd. and The Shareholder of Shenzhen CCPower Corporation August 25, 2016 Technical Services Agreement
Technical Services Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

(Party A, Party B and Shareholder are referred to collectively in this Agreement as the “Parties”, and individually as “a Party” or “each Party”.)

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Software License Contract
Software License Contract • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software

Party A (“Licensee”): Guizhou Yi Mate Information Supermarket Project Development Co., Ltd. Address: 225 Wenchang Bei Road, Guiyang Legal Representative: Zheng Chengyu

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 9th, 2014 • XcelMobility Inc. • Services-prepackaged software • Nevada

This ASSET PURCHASE AGREEMENT (the “Agreement”) is made this __ day of September, 2014, by and among XcelMobility, Inc., a Nevada corporation (“Pubco”) and Shenzhen CC Power Corporation, a company organized under the laws of the People’s Republic of China and an indirect subsidiary of Pubco (“CC Power”) on one hand, and Xinjiang Silvercreek Digital Technology Co., Ltd, (the “Company”) and the shareholders of the Company as set forth on Exhibit A attached hereto (collectively, the “Selling Shareholders”), on the other hand.

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MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Mutual Release and Settlement Agreement • March 14th, 2013 • XcelMobility Inc. • Services-prepackaged software • Michigan

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is made and entered into this 6 day of March, 2013, between XcelMobility Inc., a Nevada corporation (the "Company"), and Mr. Jack Zwick, an individual (“Zwick”) (sometimes referred to herein Individually as "Party" and collectively as the "Parties").

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THIS AMENDED AND RESTATED MANAGEMENT SERVICE AGREEMENT entered into as of the 28th day of August 2014 (the “Agreement”)
Management Service Agreement • September 30th, 2014 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an executive office at 2225 East Bayshore Road, Suite 200, Palo Alto, CA 94303.

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International Strategic Leaders Inc. (ISL) Tokyo Japan AND NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD. Beijing China AND Shenzhen CCPower Corporation Shenzhen, China FINAL PARTNER and OPERATING AGREEMENT
Partnership Agreement • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software

THIS NON LEGALLY BINDING, COOPERATION AGREEMENT ("AGREEMENT") or (“MOU”) IS ENTERED INTO EFFECTIVE 30 DAY OF June YEAR 2011 (THE “EFFECTIVE DATE”)

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Technical Services Agreement by and among Shenzhen Jifu Communication Technology Co., Ltd. Shenzhen CCPower Investment Consulting Co., Ltd. and Shareholders of Shenzhen Jifu Communication Technology Co., Ltd. [May 7, 2013]
Technical Services Agreement • May 13th, 2013 • XcelMobility Inc. • Services-prepackaged software

(Party A, Party B and Shareholder are referred to collectively in this Agreement as the “Parties”, and individually as “a Party” or “each Party”.)

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THIS AMENDED AND RESTATED MANAGEMENT SERVICE AGREEMENT entered into as of the 28th day of August 2014 (the “Agreement”)
Management Service Agreement • September 30th, 2014 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an executive office at 2225 East Bayshore Road, Suite 200, Palo Alto, CA 94303.

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THIS AMENDED AND RESTATED MANAGEMENT SERVICE AGREEMENT entered into as of the28th day of August 2014 (the “Agreement”)
Management Service Agreement • September 30th, 2014 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an executive office at 2225 East Bayshore Road, Suite 200, Palo Alto, CA 94303.

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Memorandum of Understanding
Memorandum of Understanding • April 1st, 2013 • XcelMobility Inc. • Services-prepackaged software • Hong Kong
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TERMINATION AGREEMENT
Termination Agreement • September 30th, 2014 • XcelMobility Inc. • Services-prepackaged software • Nevada

This Termination Agreement (this “Agreement”), is entered into as of September _, 2014, by and between XcelMobility, Inc., a Nevada corporation (“Pubco”) and Gregory Tse (the “Advisor”).

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Technical Services Agreement by and among Shenzhen CCPower Corporation Shenzhen CCPower Investment Consulting Co., Ltd. and The Shareholder of Shenzhen CCPower Corporation August 22, 2011
Technical Services Agreement • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software

(Party A, Party B and Shareholder are referred to collectively in this Agreement as the “Parties”, and individually as “a Party” or “each Party”.)

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Exclusive Purchase Option Agreement by and among Shenzhen CCPower Investment Consulting Co., Ltd. Shenzhen CCPower Corporation and The Shareholder of Shenzhen CCPower Corporation August 25, 2016 Exclusive Purchase Option Agreement
Exclusive Purchase Option Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

Party A, Party B, and Shareholder are hereinafter from time to time, collectively, referred to as the “Parties”, and each of them is hereinafter from time to time referred to as a “Party”; The equity interests in Party B held by Shareholder or any shareholder now existing or hereafter acquired is hereinafter from time to time referred to as the “Equity Interests” or “Equity”.

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THIS MANAGEMENT SERVICE AGREEMENT entered into as of the 30th day of August 2011 BETWEEN:
Management Service Agreement • September 6th, 2011 • XcelMobility Inc. • Services-prepackaged software • Nevada

Xcelmobility Inc., a corporation incorporated under the laws of Nevada, USA, and having an Executive Office at #600 - 303 Twin Dolphins Drive, Redwood City, California.

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Assignment and Novation Agreement
Assignment and Novation Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software
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Entrusted Management Service Agreement by and among Shenzhen CCPower Corporation Shenzhen CCPower Investment Consulting Co., Ltd. and The Shareholder of Shenzhen CCPower Corporation August 25, 2016 Entrusted Management Service Agreement
Entrusted Management Service Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

(Party A, Party B and the Shareholder are referred to collectively in this Agreement as the “Parties” or “the Parties”, and individually as “a Party” or “each Party”.)

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Separation Agreement and Release of Claims
Separation Agreement • January 5th, 2016 • XcelMobility Inc. • Services-prepackaged software • California

This Separation Agreement and Release of Claims ("Agreement") is made by and between Mr. Ronald Edward Strauss ("Employee"), an individual, and XcelMobility, Inc. a Nevada corporation based in California, its parents, subsidiaries, related entities, predecessors, successors, officers, directors, agents, Employees, and assigns (collectively, "Company").

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Agreement on Equity Transfer
Equity Transfer Agreement • October 18th, 2016 • XcelMobility Inc. • Services-prepackaged software

Shenzhen CCPower Corporation (hereinafter referred to as “the Company”), established in Shenzhen City on March 13, 2003, has registered capital of total RMB 10 million Yuan, in which Party A has 100% equities and willing to transfer 100% equities to Party B while Party B is willing to accept it. The agreement on equity transfer is reached through consultation and pursuant to the regulations of “Company Law of the People’s Republic of China” and “Contract Law of the People’s Republic of China”.

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