EXHIBIT
“A”


 


SOFTWARE LICENSE AND ROYALTY AGREEMENT


 


 


This Software License AND ROYALTY
AGREEMENT ("Agreement"), dated as of August 24th, 2015 (the "Effective Date"), is by and between, Zhengzhou
Xiangtian Information Technology Company Limited, a PRC Corporation with offices located at 81 Hao Lou, Zong Bu Qi Ye Ji Di
Gao Xin Qu, Ying Chun Ji Zheng Zhou City, Henan Province PRC, China, ("Licensee"), and China Soar Information Technology,
Inc., a Delaware corporation with offices located at 12 Harcourt Road, Bank of America Tower, Hong Kong, ("Licensor").


 


WHEREAS, Licensor has developed certain software described
in Schedule A, Description of the Software (“Software”);


 


WHEREAS, Licensee wishes to license the Software (including
the source code to the Software) from Licensor under the terms and conditions set forth below; and


 


WHEREAS, Licensor wishes to license the Software (including
the source code to the Software) to Licensee under the terms and conditions set forth below.


 


NOW, THEREFORE, the Parties mutually agree as follows:


 


	 	1.	GRANT OF LICENSE TO SOFTWARE


 


License Agreement. At the closing, the Licensor will grant
to the Licensee a regional, exclusive, 3 year term, royalty bearing license under Licensor’s intellectual property rights
to use, demonstrate, market, offer for sale, sell, license, and/or otherwise distribute the Software Platform to the following
geographic areas:


 


(a) China


(b) Hong Kong


 


In addition, Licensee shall have a right of first negotiation
(the "ROFN'') to expand the Territory upon notification from Licensor of its intention to negotiate a license for the
Software Platform (or a portion of it) for a new Territory. Licensee must exercise such ROFN (if at all) by written notice to Licensor
within 5 business days after receiving the notice contemplated by the previous sentence. In the event Licensee exercises the ROFN,
the parties shall negotiate in good faith with respect to the terms of such expansion.


 


Licensor reserves the right to alter the Licensee’s
rights granted under paragraph 1 for non-performance. Non-performance shall be evidenced by failure of Licensee to contractually
deliver business opportunities in the geographic territories outlined above within 180 days of grant of this license. Licensor
shall notify Licensee in writing of non-performance and Licensee shall have an additional 30 days to cure such non-performance.
In the event that Licensee is unable to cure the non-performance, Licensor shall have the right to alter the geographic territory
granted to Licensee under this agreement.


 


Unless notified in writing, License shall automatically renew
annually after the third anniversary date.


 


	 	2.	OWNERSHIP OF SOFTWARE
	 	 	 


 


	 	2.1.	Licensor’s title to the Software, whether in whole or in part, and all copies thereof, and all rights of Licensor therein, will remain in and be the sole and exclusive property of Licensor.
	 	 	 


 


	 	2.2.	Any and all enhancements, changes or derivative works, whether made by or on behalf of Licensee, to the Software and all associated technical data and information in connection therewith will remain in and be property of Licensor.
	 	 	 


 


 





3.PAYMENT,
TAXES AND AUDITING


 


3.1.The
fees and other charges applicable to the Software are set out in Exhibit A.






3.2.Within
thirty (30) days of the end of each calendar quarter, Licensee will provide Licensor with a report of the revenue received by
it during the previous quarter together with the payment of the 45% royalty thereon calculated in accordance with Exhibit A. Licensor
shall provide Licensee with an invoice for its records immediately upon receipt of the quarterly payment.






3.3.With
respect to their respective revenue share license fee payments, the Parties agree to pay all license fees, assessments, sales,
use, personal property, excise, and other taxes, and any penalties or interest thereon ("Taxes"), now or in the future
imposed by any appropriate governmental body on such Party with respect to the Software, or any portion thereof, and its possession,
use, operation, or maintenance during the term of the license granted under this Agreement. If a Party is required by law to withhold
income taxes on any payment owed to the other Party, then such Party may deduct such taxes from amounts owed and shall pay them
to the appropriate tax authority, provided that the paying Party shall deliver to the other an official receipt for any taxes
withheld and any other documents necessary to enable the appropriate Party to claim tax credit.







  


 


	 	  4.	     WARRANTIES
	 	 	 


 


	 	4.1.	Licensor warrants that it is the owner of the Software and has the right to license the Software to Licensee.
	 	 	 


 


	 	4.2.	Licensee hereby acknowledges that Licensor does not give any other warranty express or implied with respect to the Software.
	 	 	 


 


	 	   5.	    TERM AND TERMINATION
	 	 	 


 


	 	5.1.	This Agreement is effective on the Effective Date and unless earlier terminated as a result of any default under section 5.2 and will remain in full force and effect in perpetuity (the “Term”).
	 	 	 


 


	 	5.2.	The following will be considered a default hereunder:
	 	 	 
	 	(a)	A party fails to perform when due any of its obligations under this Agreement or breaches any term or condition of this Agreement and such failure or breach is not remedied within fifteen (15) days after receipt of written notice from the other party.
	 	 	 
	 	 	 	 	 


 


	 	(b)	A party becomes insolvent or makes an assignment for the benefit of creditors or ceases to do business or institutes or has instituted against it any proceedings for bankruptcy, reorganization, insolvency, or liquidation or other proceedings under any bankruptcy or other law for the relief of debtors and such proceedings are not terminated within fifteen (15) days after institution.
	 	 	 


 


	 	(c)	A breach by Licensee of clause 6.2.


Upon default by a Party, the other Party will have the right
to terminate this Agreement and will be entitled to exercise any and all rights and remedies available to it at law or in equity.


 


 


6. SOURCE CODE


 


6.1 Licensor hereby grants to Licensee
a royalty-free, annual license to use the binary and object


  build code of the software.


6.2 Licensee acknowledging the importance
and value that the source code has and undertakes to the Licensor that it shall not dispose of (whether for value or not), license
or distribute the source code or any part thereof but may with the prior written approval of Licensor enter into escrow agreements
in respect of the same. Any breach of this clause shall constitute a material breach by Licensee.


 


 
 7. NOTICES


 


Except as otherwise provided for herein, all notices required
or permitted to be given hereunder shall be in writing and shall be sent by registered mail (return receipt requested and postage
prepaid), facsimile, overnight or two-day courier or delivered-in-person and shall be addressed as follows:


 


 


	If to Licensee:	
        ZHENGZHOU XIANGTIAN INFORMATION
        TECHNOLOGY COMPANY LIMITED

        81 Hao Lou, Zong Bu Qi Ye Ji Di

        Gao Xin Qu, Ying Chun Ji

        Zheng Zhou City, Henan Province PRC, China

        Facsimile: 852-25169546                 

        E-mail: proxymanagement@gmail.com                     

        Attention: Mu Chun Lin                     



 


	If to Licensor:	
        CHINA SOAR INFORMATION
        TECHNOLOGY, INC.

        12 Harcourt Road

        Bank of America Tower, Suite
        1308

        Central, Hong Kong

        Facsimile: 852-25169546

        E-mail:proxymanagement@gmail.com

        Attention:  Mu Chun Lin    

         

                        



Either Party may change its address by a notice given to
the other Party in the manner set forth above. Mailed notices given as herein provided shall be considered to have been given seven
(7) days after the mailing thereof or facsimile notices shall be considered to have been given on the day sent, overnight or two-day
courier sent notices shall be considered to have been given two (2) days after sending, and delivered in person notices shall be
considered to have been given on the day of delivery.


 


8. GENERAL


 


8.1 Force Majeure. The
obligations of the Parties will be temporarily suspended in the event of, or for any delay in performance that results from any
circumstance beyond its reasonable control and without its fault or negligence, including without limitation an act of God, war,
riot, strike, accident, fire, explosion, delay by carrier(s), or governmental orders. Any failure to perform in accordance with
this Agreement by the affected Party as a result of any such interference or interruption will not be deemed in default. The Party
which is unable to perform or who is delayed in performance on account of the foregoing will, in a timely manner; provide the other
Party with written notification explaining the reason for non-performance or delayed performance, and will exert its best efforts
to recommence performance as soon as possible. If the delay in the affected Party's performance of its obligations continues for
more than 60 (sixty) days, the Party not affected by the circumstances may terminate the Agreement and no liability shall be incurred
by either Party as a result of such termination.


 


8.2 Relationship of the Parties.
Each Party shall act as, and shall be, an independent contractor in all aspects of this Agreement. Neither Party will act or
have authority to act as an agent for the other for any purpose whatsoever. Nothing in this Agreement will be deemed to constitute
or create a joint venture, partnership or other formal business entity or fiduciary relationship between Licensee and Licensor.


 


8.3 Assignment. Neither
Party may assign this Agreement or any of its rights or obligations hereunder without the express written consent of the other
Party.


 


8.4 Compliance with Laws. Both
Parties agree to comply with all federal, state, and local statutes, regulations, and ordinances of the United States and any other
jurisdiction applicable to the products and services delivered and each Party’s performance under this Agreement.


 


8.5 Governing Law. This Agreement
will be governed by the laws of the State of Delaware without reference to conflict of laws provisions. The Parties consent to
the exclusive jurisdiction of the federal or state courts in Delaware and expressly waive any objection or defense based on lack
of jurisdiction or venue.


 


8.6 Severability. If any
one or more of the provisions of this Agreement is held to be unenforceable under applicable law, (a) such unenforceability shall
not affect any other provision of this Agreement; (b) this Agreement shall be construed as if said unenforceable provision had
not been contained therein; and (c) the Parties shall negotiate in good faith to replace the unenforceable provision by a provision
which has the effect nearest to that of the provision being replaced.


 


8.7 Expenses. Each Party
shall be responsible for all expenses, including attorney’s fees and costs, incurred by it in relation to the making, review
and negotiation of this Agreement, and to the fulfillment of its obligations as set forth in this Agreement.


 


8.8 Titles, Headings and Subheadings.
The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and form
no part of this Agreement.


 


8.9 Counterparts. This
Agreement may be executed in two or more counterparts, each of which, when so executed, shall be deemed an original, but all of
which counterparts together shall constitute one and the same document.


 


8.10 Waiver. Failure or delay
by either Party to exercise any right or power under this Agreement will not operate as a waiver of such right or power.


 


8.11 Entire Agreement and Amendments.
This Agreement, including any and all Exhibits, as amended, constitute the complete and exclusive agreement between the parties
with respect to the subject matter hereof, superseding and replacing any and all prior or contemporaneous agreements, communications,
and understandings, both written and oral, regarding such subject matter. This Agreement may be amended only by a written document
signed by authorized representatives of both Parties.


 


 


 


IN WITNESS WHEREOF, each Party has caused this Agreement
to be executed and delivered as of the date first above written by its duly authorized representative.


 


 


 


Zhengzhou Xiangtian Information Technology                                                 China Soar
Information Technology, Inc.,


Company Limited,                                                                                                    As Licensee As Licensor 


 


 


By /s/      Mu Chun Lin                                                                                             By
/s/ Mu Chun Lin


 Mu Chun Lin                                                                                                          Mu Chun Lin


Title: President                                                                                                       Title: President


 


 


 


 


SCHEDULE A


 


DESCRIPTION OF SOFTWARE


 


MOYUN internet mobile application, (MIMA) cloud platform
for the development and deployment of application and content-based mobile solutions. It simplifies the task of developing and
deploying applications that work on a broad range of mobile handsets and different operating systems. It includes other related
software used in the development of the mobile marketing services application set out below.


 


The elements that make up MIMA include but are not be limited
to:


 


•Mobile
website-for corporate website, including contents management, and design interface.


•Cloud
setup and configuration


•Mobile
client application (APP) development


•Content
management and design interface


•Drag
and Drop design interface


•Internet
website-content management and design interface.


•Business
Mobile integrated information system, (customized)-develops comprehensive mobile system with Attendance, ERP, CRM functions with
highly flexible design features to meet majority SME’s information technology demands.


 


Examples of MIMA applications already available:


 


•Mobile
marketing application 


•Mobile
marketing services


 


 


EXHIBIT A


 


ROYALTY CHARGES


 


(a) Licensee shall pay to Licensor royalties in a sum equal
to 45% of the gross revenue of Licensee in respect of the Software licensed under this Agreement.


 


(b) Licensee shall pay to Licensor an annual renewal fee
of $25,000 due on or before the anniversary date of the license.


 


(c) Licensee and Licensor shall agree to an annual support
fee based on total annual revenue.


 


(d) The annual license fee and support fee for the initial
year is waived.


 


EXHIBIT B


 


ROYALTY ENHANCEMENT


 


Licensee shall continually strive to develop and enhance
Royalties from the Software by ensuring that is kept updated with a view to maximizing the commercial application and value thereof.
To that end Licensee shall:


 


	 	(a)	Continually develop and enhance the Software to ensure its relevance to the markets it addresses.
	 	 	 


 


	 	(b)	Correct any malfunction, defect, nonconformity or failure in the Software.
	 	 	 


 


 


 


	 	(c)	Distribute the Software on commercial terms negotiated at arm’s length.
	 	 	 


 (d) Ensure that the Licensor’s
intellectual property rights are maintained, updated and safeguarded at all times and shall at its own cost take such actions as
Licensor in its absolute discretion requires in connection therewith.


 


(e) Apply for and register at its own cost all
patents and other appropriate intellectual property protection in respect of any enhancements, changes or derivative works in respect
of the Software.


 


(f) Distribute the Software on commercial terms
negotiated at arm’s length.


 


(g) Use its best endeavors to maximize the Royalties
from its distribution of the Software.