Exhibit 10.1


 





FINANCIAL ADVISORY SERVICE RECOGNITION
AGREEMENT


 


 


This Financial Advisory Service Recognition
Agreement (the “Agreement”) is dated as of September 20, 2016, by and between NowNews Digital Media Technology
Co. Ltd., a Nevada corporation (the “Company”), and GIA Consultants Limited (the “Consultant”).


 


WHEREAS, the Consultant served as a financial
advisor consultant to the Company and provided and/or performed the Services (as that term is hereinafter defined);


 


WHEREAS, the Company considers the Services
that have been provided by the Consultant valuable and essential to the Company’s development;


 


NOW, THEREFORE, in recognition of the financial
advisory services that have been previously rendered to the Company, and in consideration of the terms hereinafter set forth, the
Company agrees to issue certain amount of shares of Common Stock to the Consultant and the Consultant agrees to accept such shares
as payment in full for the advisory services it has rendered.


 


I.                  
SERVICE 


 


Consultant served as a financial advisory
consultant to the Company and provided and/or performed the following, hereinafter collectively referred as the “Services”:


 


A. Completed
an analysis of the Company’s business, structure, organization and development, with an emphasis on the possible up-listing
of the Company’s common stock onto the New York Securities Exchange (NYSE).


 


B. Assisted the Company
in its efforts to seek additional business relationships that will be of benefit to the Company.


 


C. Introduced the
Company to potential media outlets, market professionals, investment relations professionals, attorneys, broker-dealers, mutual
funds and other institutional investors.


 


D. Consultant devoted
such time and effort, as it deemed commercially reasonable and adequate under the circumstances, to the affairs of the Company
to render Services contemplated by this agreement. .


 


E. In conjunction
with the Services, Consultant made itself available for telephone conferences with senior management of the Company during normal
business hours, in order to advise management in corporate finance matters including, structuring in nature, extent and other parameters
of any private placement or other financing offer(s) made to the Company.


 


 



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II.        COMPENSATION


 


In recognition of Services that have been
previously rendered to the Company as of August 12, 2016, the Company
agrees to issue 660,000 shares of common stock, par value $0.001 per share, to Consultant. The common stock price was $4.50 per
share as of closing on August 12, 2016, totaling an aggregate sum of $2,970,000.00. 


 


 


VI.       REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


A.    The
Company acknowledges and understands that Consultant is not a broker-dealer and the Company may be required to pay additional
underwriting fees in connection with any offerings, underwritings or financings to the appropriate underwriter and/or funding
entity in addition to any fees paid to Consultant. The Company acknowledges and understands that Consultant is not a FINRA member
firm and employs no registered representative(s) of a FINRA member firm. 


 


B.     Consultant
further acknowledges that by the very nature of its relationship with the Company it will from time to time have knowledge of or
access to material non-public information (as such term is defined by the Exchange Act) Consultant hereby agrees to covenants that:


 


1.       Consultant
will not make any purchases or sales in the stock of the Company based on such information.


 


2.       
Consultant will utilize its commercially reasonable efforts to safeguard and prevent the discrimination of such information to
third parties unless authorized in writing by the Company to do so as may be necessary in the performance of its Services under
this Agreement.


 


C.     Execution. The
execution, delivery and performance of this Agreement in the time and manner herein specified, will not conflict with, result in
a breach of, or constitute a default under any existing agreement, indenture, or other instrument to which either the Company or
Consultant is a party or by which either entity may be bound or affected.


 


I.         CORPORATE AUTHORITY


 


Both the Company and Consultant have full
legal authority to enter into this Agreement and to perform the same in the time and manner contemplated. Furthermore, the individuals
whose signatures appear below are authorized to sign this Agreement on behalf of their respective corporations.


  


VI.       CONFIDENTIAL DATA


 






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A.       Consultant
shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business
and affairs of the Company, obtained by Consultant as a result of its engagement hereunder, unless authorized, in writing by the
Company.


 


B.       The
Company shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining
to the business and affairs of Consultant, obtained as a result of its engagement hereunder, unless authorized, in writing, by
Consultant.


 


C.       Consultant
shall not be required in the performance of its duties to divulge to the Company, or any officer, director, agent or employee of
the Company, any secret or confidential information, knowledge, or data concerning any other person, firm or entity (including,
but not limited to, any such person, firm or entity which may be a competitor or potential competitor of the Company) which Consultant
may have or be able to obtain other than as a result of the relationship established by this Agreement.


 


VII.       OTHER MATERIAL
TERMS AND CONDITIONS


 


A.       Indemnification.
The Company agrees to indemnify, defend, and hold Consultant harmless from any and all actions, causes of action, claims, demands,
cost, liabilities, expenses and damages (including reasonable attorneys' fees) arising out of, or in connection with any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative, legislative, investigative or
other (including any appeal relating thereto) whether formal or informal and whether made or brought by or in the right of the
Company or otherwise, in which Consultant is, was or at any time becomes a party or witness, or is threatened to be made a party
or witness in relation to any services provided in good faith by Consultant under this Agreement.


 


B.       Survival.
Neither termination nor completion of the provision of the Services shall affect the provisions of this Agreement and the indemnification
provisions above which are incorporated herein, which shall remain operative and in full force and effect.


 


C.       Additional
Instruments. Each of the parties shall from time to time, at the request of others, execute, acknowledge and deliver to
the other party any and all further instruments that may be reasonably required to give full effect and force to the provisions
of this Agreement.


 


D.       Entire
Agreement. Each of the parties hereby covenants that this Agreement, together with the exhibits attached hereto as earlier
referenced, is intended to and does contain and embody herein all of the understandings and agreements, both written or oral of
the parties hereby with respect to the subject matter of this Agreement, and that there exists no oral agreement or understanding
or expressed or implied liability whereby the absolute, final unconditional character and nature of this Agreement shall be in
any way invalidated, empowered or affected. There are no representations, warranties or covenants other than those set forth herein.


 



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E.       Governing
Law. This Agreement shall be deemed to be made in, governed by and construed in all respects in accordance with the laws
of the State of Nevada irrespective of the country or place of domicile or residence of either party and without regard to conflicts
of laws principles. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction.


 


F.       Assignments.
The benefits of this Agreement shall insure to the respective successors and assignees of the parties hereto and the indemnified
parties hereunder and their successors and assigns and representative, and the obligations and liabilities assumed in this Agreement
by the parties hereto shall be binding upon their respective successors and assigns, provided that the rights and obligations of
the Company under the Agreement may not be assigned or delegated without the prior written consent of Consultant and any such purported
assignments shall be null and void. Notwithstanding the foregoing, Consultant may assign any portion of its Compensation as outlined
herein to its employees, affiliates, sub-contractors or subsidiaries in its sole discretion.


 


G.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed on original constitute
one and the same agreement. Facsimile copies with signatures shall be given the same legal effects as an original.


 


H.       Addresses
of Parties. Each party shall at all times keep the other informed of its principal place of business if different from
that stated herein and shall promptly notify the other of any change, giving the address of the new place of business or residence.


 


I.       Modification
and Waiver. A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing
and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the
provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any
other nature.


 


 




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If this letter accurately sets forth our
understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.


 


Very truly yours,


 


NowNews Digital Media Technology
Co. Ltd.


 


By:           /s/ Alan Chen                  


Name: Alan Chen


Title: Chairman


Date: September 20, 2016


 


 


 


 


 


 


 


 


 


 


 


 


ACCEPTED AND AGREED:


 


GIA Consultants Limited


 


By:      /s/ Heer Hsiao                


Name: Heer Hsiao


Title: President


Date: September 20, 2016


 


 






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