Exhibit 10.1


 


Confidential


 


 


 


 


 


 


 


 


 


 


THE
EXCLUSIVE SERVICE AGREEMENT


 


AMONG


 


GUANGZHOU
YUZHI MDT INFO TECH LTD.


 


MOVE
THE PURCHASE CONSULTING MANAGEMENT (SHENZHEN)Co, LTD.


 


AND


 


THE
COMPANIES LISTED IN APPENDIX I


 


AUGUST
5, 2015


 


 


 


 


 


 


 


 


 


 


 


 






     

    


    

  


THE
EXCLUSIVE SERVICE AGREEMENT


 


THIS EXCLUSIVE
SERVICE AGREEMENT (this "AGREEMENT") is entered into as of AUGUST 5, 2015 in Guangzhou, the People's Republic
of China ("CHINA" or "PRC") by and among the following five Parties:


 


(1)    MOVE
THE PURCHASE CONSULTING MANAGEMENT (SHENZHEN) CO., LTD (YIGO)


 


REGISTERED
ADDRESS: Shenzhen Nanshan Garden of the arts Ma Gulong industrial zone of 309A


 


(2)    GUANGZHOU
YUZHI MDT INFO TECH LTD.( "YUZHI")


 



REGISTERED ADDRESS: Unit 1601, No 439, Dongfeng Road, Yuexiu District, Guangzhou


 


(3)    SUBSIDIARIES
listed in Appendix 1 hereof (the "YUZHI Subsidiaries").


 


(In
this Agreement, YIGO, YUZHI and YUZHI Subsidiaries shall hereinafter be referred to as a "PARTY"
individually, and collectively "PARTIES".)


 


WHEREAS:


 


(1)   YIGO
is a management and consultation company, which owns a series of managing and consulting services applicable to software
business.


 


(2)   As
a company specialized in outdoor advertising business, YUZHI owns software fronts and has already been granted necessary
licenses therefore.


 


(3)   As
software companies established in various locations in China, YUZHI Subsidiaries own outdoor software fronts, and
are entitled to carrying on advertising business in their respective local places.


 


(4)   In
order to give YIGO the actual control of YUZHI and YUZHI Subsidiaries, YUZHI and
YUZHI Subsidiaries intends to irrevocable entrust to YIGO the right of management and operation of
YUZHI and YUZHI Subsidiaries and the responsibilities and authorities of their shareholders and directors
of -Media and YUZHI Subsidiaries.


 


(5)   YIGO
agrees to accept the entrustment of YUZHI and YUZHI Subsidiaries, and to exercise the right
of management and operation of YUZHI and YUZHI Subsidiaries and the responsibilities and authorities
of their shareholders and board of directors of -Media and YUZHI Subsidiaries.


 






    	 	2	 



    


    

 


NOW,
THEREFORE, after friendly consultations among them, the Parties hereby agree as follows:


 


ARTICLE
1  - DEFINITION


 


1.1
   Unless to be otherwise interpreted by the terms or in the context herein, the following terms in this Agreement shall be interpreted
to have the following meanings:


 


"SERVICE
FEES" means the provision of management and consultation services charged by YIGO hereunder.


 


"SOFTWARE
PUBLISHER" means YUZHI and/or the YUZHI Subsidiaries.


 


1.2
   References in this Agreement to any laws and regulations (the "LAWS") shall include reference (1) at the same time to
the amendments, changes, supplements and reformulations of such Laws, whether or not the effectiveness of the same is prior to
or after the execution of this Agreement; and (2) at the same time to other decisions, notices and rules formulated or becoming
effective according to such Laws.


 


1.3
   Unless otherwise specified in the context of this Agreement, the Article, sub-article, section or paragraph mentioned herein shall
refer to the corresponding content in this Agreement accordingly.


 


ARTICLE
2 - LICENSES AND SERVICES BY YIGO


 


2.1    YUZHI and YUZHI Subsidiaries agree
to irrevocably entrust the right of management and operation of YUZHI and YUZHI Subsidiaries and the
responsibilities and authorities of their shareholders and board of directors to YIGO in accordance with the terms
and conditions of this Agreement. YIGO agrees to exercise the aforesaid rights and responsibilities in accordance
with the terms and conditions of this Agreement.


 


2.2   The
said entrustment is irrevocable and shall not be withdrawn, unless the Agreement is terminated pursuant to written
agreement of both parties.


 


2.3   The
purpose of the entrusted operation is that YIGO shall be in charge of the normal business operations of YUZHI and YUZHI Subsidiaries
and perform the responsibilities and rights of YUZHI and YUZHI Subsidiaries's investors and
directors. During the term of the entrusted operation, YIGO, as the entrusted manager, shall provide full
management to YUZHI and YUZHI Subsidiaries's operations.


 


2.4   The
contents of the entrusted operation shall include but not be limited to the following:


 


	 	1)	YIGO shall be in charge of all aspects of YUZHI
and YUZHI Subsidiaries's operations; nominate and replace the members of YUZHI and YUZHI
Subsidiaries's board of directors,
and engage YUZHI and YUZHI Subsidiaries's management staff and decide their compensation.



  






    	 	3	 



    


    

 


	 	2)	YIGO shall manage and control all the funds of YUZHI
and YUZHI Subsidiaries. The accounts of YUZHI and YUZHI Subsidiaries shall be
managed solely by YIGO. The seals and signatures for such account shall be the seals and signatures of the personnel
appointed and confirmed by YIGO. All the cash of YUZHI and YUZHI Subsidiaries shall
be kept in this entrusted account and shall be handled through this account, including but not limited to receipt of all YUZHI
and YUZHI Subsidiaries' business income, current working capital, recovered account receivables, and the
payment of all account payables and operation expenses, employee salaries and asset purchases.




 


	 	3)	All the matters of YUZHI and YUZHI Subsidiaries,
including but not limited to internal financial management, day-to-day operation, external contact execution and performance,
tax filing and payment, change of rights and personnel, shall be controlled and managed by YIGO in all aspects.




 


	 	4)	YIGO shall enjoy all the other responsibilities and rights
enjoyed by YUZHI and YUZHI Subsidiaries' investors in accordance with the applicable law and the articles
of association of YUZHI and YUZHI Subsidiaries, including but not limited to the following:



 



	 	a.	Deciding
    YUZHI and YUZHI Subsidiaries' operation principles and investment plan;
	 	b.	Nominating
    the members of the board of directors;
	 	c.	Discussing
    and approving the report of the executive officers;
	 	d.	Discussing
    and approving the annual financial budget and settlement plan;
	 	e.	Discussing
    and approving the profit distribution plan and the loss compensation plan;
	 	f.	Resolving
    on the increase or decrease of the registered capital;
	 	g.	Resolving
    on the issuance of the corporate bond;
	 	h.	Resolving
    on the matters including merger, division, change of corporate form, dissolution and liquidation of the company;
	 	i.	Amending
    the articles of association;
	 	j.	Other
    responsibilities and rights provided by YUZHI and YUZHI Subsidiaries' articles of association.


 


	5)	 	YIGO enjoys all the other responsibilities and rights enjoyed
by YUZHI and YUZHI Subsidiaries' board of directors and executive officers in accordance with the
applicable law and the articles of association of YUZHI and YUZHI Subsidiaries, including but not
limited to the following:



 



	 	a.	Executing
    the resolution of the investors;
	 	b.	Deciding
    the company's operation plan and investment scheme;
	 	c.	Composing
    the annual financial budget and settlement plan;
	 	d.	Formulating
    the profit distribution plan and the loss compensation plan;



 






    	 	4	 



    


    

 


	 	e.	Formulating
    the plans regarding to the increase or decrease of the registered capital and the issuance of the corporate bond;
	 	f.	Formulating
    the plans regarding to the matters including merger, division, change of corporate form and dissolution of the company;
	 	g.	Deciding
    on the establishment of the internal management structure of the company;
	 	h.	Formulating
    the basic rules and regulations of the company;
	 	i.	Representing
    the company to sign relative documents;
	 	j.	Other
    responsibilities and rights provided by YUZHI and YUZHI Subsidiaries' articles of association.



 

2.6
   Except those the ownership of which belongs to YUZHI and YUZHI Subsidiaries, all other Software Machines
refitted or provided by YIGO hereunder shall belong, in terms of ownership, to YIGO, while YUZHI
and YUZHI Subsidiaries shall only have the right to use the same during the valid term of this Agreement.


 


ARTICLE
3 - SERVICE FEES


 


3.1
   The Service Fees to be charged by YIGO for its provision of services hereunder shall be as follows:


 


(1)   Service
Fees to be paid by the Software development shall equal to 100% of the residual return of the Software development which can be
waived by YIGO from time to time in its sole discretion.


 


(2)   The
amount of Service Fees agreed in (1) above shall be shared among the Software development pro rata on a monthly basis according
to their actual incomes from main business in the current month.


 


3.2
   Upon written agreement between YIGO and the Software development, the fees agreed in Article 3.1 or their calculation
percentage may be adjusted according to the circumstances in the actual performance, with particulars thereof to be stipulated
in separate supplementary agreements to be entered into between the two Parties as an appendix hereto.


 


3.3
   The Software development shall, in accordance with this Article 3, pay promptly the amounts due and payable to YIGO
to the bank account designated by YIGO. In case that YIGO is to change its bank account, YIGO
shall notify the Software development thereof in writing seven (7) working days in advance.


 


ARTICLE
4  – EXCLUSIVITY


 


4.1
   Without the prior consent in writing by YIGO, none of the Software development may accept any management and consulting
services from any other third parties.


 






    	 	5	 



    


    

 


4.2    YIGO shall no longer provide any other software companies at the local places of the Software development with management
and consulting services similar to those hereunder. However, this Article does not restrict YIGO from providing such similar
services to software development in other cities. Such new software development may, through signing Acknowledgement Letter in
the form of Appendix 2 hereof, become a party of this Agreement, to enjoy the same rights of the other Software development and
to assume the same obligations of the other Software Publishers; provided that such new software development shall perform, starting
from the date of execution of the Acknowledgement Letter, the payment obligations hereunder of the Exclusive Service Fees. As
the rights and obligations of the Software development hereunder are severable and independent from each other's, such new software
development will not, by their joining in this Agreement, affect in any way the rights and obligations of the existing Software
Publishers, with the joining-in of such new software development only subject to the confirmation thereof by YIGO
in signing an agreement among them. The Software development agree hereby irrevocably and unconditionally to such joining-in,
and confirm further that any issue concerning the joining-in of new software development for business cooperation hereunder will
not be subject to the agreement of the existing Software Publishers.


 


ARTICLE
5 - INTELLECTUAL PROPERTY


 


5.1    The
rights of intellectual property concerning the work product created during the process of services provision by YIGO hereunder
shall belong to YIGO.


 


5.2
   During the valid term of this Agreement, if YIGO develops any new technology that may be used in the daily software
business or management of the Software Publishers, or provides the Software development with other services not included herein
at their request, the Parties agree to cooperate with each other thereon in the way, in priority, agreed herein or in the way
most similar to that agreed herein, with necessary adjustments to be made to the Service Fee payment percentage agreed in Article
3.


 


ARTICLE
6 –  CONFIDENTIALITY


 


6.1
   No matter if this Agreement is terminated or not, the Parties shall be obliged to keep in strict confidence the commercial secret,
proprietary information and customer information in relation to other Parties and any other non-open information of other Parties
which they may become aware of as the result of their performance hereof (collectively, "CONFIDENTIAL INFORMATION").


 


Unless
with prior consent of such other Parties in writing or required to disclose to parties other than Parties hereof according to
relevant laws, regulations or listing rules, no Party shall disclose the Confidential Information or any part thereof to any parties
other than Parties hereof; unless for the purpose of performance hereof, no Party shall use directly or indirectly the Confidential
Information or any part thereof for any other purposes, or it shall bear the default liability and indemnify the losses.


 






    	 	6	 



    


    

 


6.2
   Upon termination of this Agreement, the Parties shall, upon demand by other Parties providing the Confidential Information, return,
destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using
such Confidential Information.


 


6.3
   Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination
of this Agreement.


 


ARTICLE
7  – UNDERTAKINGS AND GUARANTEES


 


YIGO,
YUZHI and YUZHI Subsidiaries hereby undertake and guarantee for each of its own that:


 


7.1
   it is a company of limited liabilities duly registered and legally existing under the PRC laws with independent legal person status,
and with full and independent status and legal capacity to execute, deliver and perform this Agreement, and may act independently
as a subject of actions;


 


7.2   
its has full internal power and authority within its company to execute and deliver this Agreement and all the other documents
to be entered into by it in relation to the transaction referred to herein, and it has the full power and authority to complete
the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly, and constitutes
the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions;


 


7.3
   it has all business licenses necessary for its business operations as of the effective date of this Agreement, has full rights
and qualifications to engage in its currently engaged businesses, may perform its obligations hereunder, and will maintain, during
the valid term of this Agreement, the validity of all its such business licenses; and


 


7.4
   it shall inform promptly the other Parties of any litigations it is involved in and other disadvantageous circumstances that may
affect the performance hereof, and shall endeavor at its best efforts to prevent the deterioration of losses caused by such litigations
or other disadvantageous circumstances.


 


ARTICLE
8 –  AGREEMENT TERM


 


8.1    The
Parties hereby confirm that, once this Agreement is formally executed by the Parties, this Agreement shall be retrospectively
effective as far as the date AUGUST 5,2015; unless terminated earlier by the Parties in writing, this Agreement
shall be valid for a term of ten (10) years starting from the date AUGUST 5,2015.


 


Notwithstanding
the provision in the preceding sentence, as the rights and obligations of each of the Software development there under are separate
and independent from each other, upon agreement in writing by YIGO, this Agreement may be terminated only in relation
to any one of the Software Publishers, with such termination not subject to the agreement of the other Software Publishers.


 






    	 	7	 



    


    

 


8.2
   The Parties hereby confirm that, from the year 2011 onward, the amount of the Service Fees shall be negotiated on January 1 each
year, with any adjustment thereto (if any) to be made in writing as an appendix hereto.


 


8.3
   Upon termination of this Agreement, each Party shall continue to abide by its obligations under Articles 3 and 6 hereunder.


 


ARTICLE
9  – NOTICE


 


9.1
   Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in
writing and delivered to the relevant Party.


 


9.2
   The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted
by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed
to have been delivered five (5) days after posting the same if posted by mail.


 


ARTICLE
10  – DEFAULT LIABILITY


 


10.1
 The Parties agree and confirm that, if any Party (the "DEFAULTING PARTY") breaches substantially any of the agreements
made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall
constitute a default under this Agreement (a "DEFAULT"), then the non-defaulting Party whose interest is damaged thereby
shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period.
If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10)
days of the non-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the non-defaulting
Party shall have the right, at its own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify
it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require the Defaulting
Party to indemnify it fully for the damage.


 


10.2
 The Parties agree that any of the following events shall be deemed to have constituted the Default:


 


(1)  Any
of YUZHI Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's
Voting Rights PROXY AGREEMENT entered into by it with YIGO;


 


(2)  Any
of YUZHI Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into
by it with YIGO on AUGUST 5,2015.


 


10.3
 The Parties agree and confirm that under no circumstances shall YUZHI and YUZHI Subsidiaries be able
to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise.


 






    	 	8	 



    


    

 


10.4
 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination
of this Agreement.


 


ARTICLE
11 –  FORCE MAJEURE


 


In
the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design of tooling software, internet system
encountering hacker's invasion, change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force
majeure, which directly prevents a Party from performing this Agreement or performing the same on the agreed condition, the Party
encountering such a force majeure event shall forthwith issue a notice by a facsimile and, within thirty (30) days, present the
documents proving the details of such force majeure event and the reasons for which this Agreement is unable to be performed or
is required to be postponed in its performance, and such proving documents shall be issued by the notaries office of the area
where such force majeure event takes place. The Parties shall consult each other and decide whether this Agreement shall be waived
in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of
this Agreement. No Party shall be liable to compensate for the economic losses brought to the other Parties by the force majeure
event.


 


ARTICLE
12 – MISCELLANEOUS


 


12.1 This
Agreement shall be prepared in the Chinese language in six (6) original copies, with each involved Party holding one
(1) copy hereof.


 


12.2  The
formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to the PRC
Laws.


 


12.3 Any
disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties, and if the
Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be
submitted to China International Economic and Trade Arbitration Commission for arbitration in Guangzhou in accordance with
the arbitration rules of such Commission, and the arbitration award shall be final and binding on the Parties involved in
such dispute.


 


12.4 Any
rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and
remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its
rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such
Party.


 


12.5 Any
failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (the
"PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of
the Party's Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining
part of the Party's Rights.


 






    	 	9	 



    


    

 


12.6 The
titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or
affect the interpretation of the provisions hereof.


 


12.7 Each
provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or
more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions herein shall not be affected as a result thereof.


 


12.8 Once
executed, this Agreement shall replace any other legal documents entered into by the relevant Parties hereof in respect of
the same subject matter hereof.


 


12.9 Any
amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the
Parties to this Agreement.


 


12.10
No Party shall assign any of its rights and/or obligations hereunder to any parties other than the Parties hereof without the
prior written consent from the other Parties.


 


12.11
This Agreement shall be binding on the legal successors of the Parties.


 


12.12
The rights and obligations of each of the YUZHI Subsidiaries hereunder are independent and severable from each other,
and the performance by any of the YUZHI Subsidiaries of its obligations hereunder shall not affect the performance
by any other of the YUZHI Subsidiaries of their obligations hereunder.


 


12.13
Each of the Parties undertakes to declare and pay respectively according to the Laws any taxes in relation to the transaction
hereunder.


 


[THE
REMAINDER OF THIS PAGE IS LEFT BLANK]


 






    	 	10	 



    


    

 


IN
WITNESS HEREOF, the Parties have caused this Exclusive Service Agreement to be executed in Guangzhou as of the date first
herein above mentioned.


 


	WENBIN
    YANG 	 
	 	 	 
	Signature by:	/s/
    Wenbin Yang	 
	 	 	 
	PING
    LI	 	 
	 	 	 
	Signature
    by:	/s/
    Ping Li	 


 


MOVE THE
PURCHASE CONSULTING MANAGEMENT (SHENZHEN) CO., LTD (Company chop)


 


	Signature by:   /s/	 	 
	Name:	 	 
	Position:	Authorized
    Representative	 


 


GUANGZHOU
YUZHI MDT INFO TECH LTD (Company chop)


 


	Signed
    by:	/s/ Ping
    Li	 
	Name:	 	 
	Position:	Authorized
    Representative	 


 


SHENZHEN
QIANHAI ZHUO ZUICHANG TIAN TECHNOLOGY CO., LTD. (Company chop)


 


	Name:	 	 
	Position:	Authorized
    Representative	 


 


GUANGZHOU
ROUNGSHENG MDT INFO TECH LTD (Company chop)


  


	Name:	 	 
	Position:	Authorized
    Representative	 


 






    	 	11	 



    


    

 


APPENDIX
1 – YUZHI SUBSIDIARIES


 





	COMPANY NAME	 	REGISTERED ADDRESS 	 	REGISTER ED CAPITAL   	 	LEGAL REPRESENTATIVE 	 	EQUITY STRUCTURE
	SHENZHEN QIANHAI ZHUO ZHICHANG TIAN TECHNOLOG Y CO., LTD.	 	Room 201, Block A, NO 1 Qianwan road QianHaiShen Port Cooperative District, Shenzhen               	 	RMB 10,000,000	 	Zuyue Xiang	 	GUANGZHOU YUZHI MDT INFO TECH LTD100%   
	GUANGZHOU RONGSHENG MDT INFO TECH LTD	 	Unit 1601, No 439, Dongfeng Road, Yuexiu District, Guangzhou	 	RMB 1,000,000	 	Zuyue Xiang	 	SHENZHEN QIANHAI ZHUO ZHICHANG TIAN TECHNOLOGY CO., LTD. 100%



 






    	 	12	 



    


    

 


APPENDIX
2 - ACKNOWLEDGEMENT LETTER


 


[
     ] CO., LTD. (with its registered address at [     ], the "NEW PARTY") agrees hereby to join in as an
independent contractor the Exclusive Service Agreement entered into by SHENZHEN YIGO MANAGEMENT AND
CONSULTATION CO., LTD., GUANGZHOU YUZHI CO.,LTD. and other parties thereto on [ ], 2015, as to become one of the companies
defined as "YUZHI Subsidiaries" therein to carry out cooperative issues with SHENZHEN YIGO MANAGEMENT
AND CONSULTATION CO., LTD., and GUANGZHOU YUZHI CO.,LTD. under that agreement. Having signed this Acknowledgement Letter, the
New Party is deemed to have made the same undertakings and guarantees as have been made by the YUZHI Subsidiaries
under the Exclusive Service Agreement, and it further agrees to perform the obligations to be performed by the YUZHI Subsidiaries
under the Exclusive Service Agreement, and recognizes the rights and obligations of all the parties under the Exclusive
Service Agreement. As for the New Party, the cooperation under that agreement shall begin on the date upon which this
Acknowledgement Letter is executed by the New Party and SHENZHEN YIGO MANAGEMENT AND CONSULTATION CO.,
LTD.


 


	NEW
    PARTY (Corporate Seal)	 
	 	 
	Signed
    by:                                                   	 
	Name:	 
	Position:
    Authorized Representative	 


 


MOVE
THE PURCHASE CONSULTING MANAGEMENT (SHENZHEN) CO., LTD (Corporate Seal)


 


	Signed
    by:                                                     	 
	Name:	 
	Position:
    Authorized Representative	 


 


 


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