Exhibit
10.1


 


SECOND
AMENDED AND RESTATED MANAGEMENT SERVICE AGREEMENT


 


This
Second Amended and Restated Management Service Agreement (this “Agreement”) is entered into as of the 31st
day of July 2016


 


BETWEEN:


 


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”).


 


AND:


 


Renyan
Ge, Businessman of 3F, West Block, M-8, Maqueling Industrial Park, Nanshan District, Shenzhen, China 518057 (the “Executive”).


 


WHEREAS:


 


A.The
Company and Executive previously entered into a Management Service Agreement, dated as of August 1, 2011, and amended and restated
such Management Service Agreement on August 28, 2014 (as amended and restated, the “Original Agreement”); and


 


B.The
Company and Executive wish to amend and restate certain provisions of the Original Agreement to reflect the parties’ mutual
agreement and to provide for the settlement of certain disputes pursuant to the terms set forth on that certain Settlement Agreement
and Mutual Release dated the as of the date hereof, and which is attached hereto as Exhibit A (the “Settlement Agreement”).


 


NOW
THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:


 


 1. MANAGEMENT SERVICES




 


1.1.Executive
represents and warrants to the Company that Executive has the required skills and experience to perform the duties and exercise
the responsibilities required of Executive in the position of Chief Executive Officer (“CEO”).


 


1.2.Executive
and the Company agree to comply with and to be bound by the terms and conditions of this Agreement.


 


1.3.During
the term of employment, Executive shall well and faithfully serve and devote himself exclusively to the Company.


 


1.4.In
carrying out these duties and responsibilities, Executive undertakes to comply with all lawful instructions and directions, which
he may receive from the Company. The duties and responsibilities to be carried out by Executive will be commensurate with the
duties of a CEO. Executive shall report to the Board of Directors of the Company (the “Board”) as a whole as requested.


 


1.5.Executive
agrees and understands that the effective performance of Executive’s duties requires the highest level of integrity and
the Company’s complete confidence in Executive’s relationship with other employees of the Company and with all persons
dealt with by Executive in the course of his employment. Executive is required to ensure that he conducts himself in a professional,
business-like manner at all times.


 




    	 



    	 



    

 


1.6.Executive
acknowledges and agrees to familiarize himself with and to comply with all of the Company’s policies, practices and procedures
as adopted from time to time.


 


1.7.Executive
shall be subject to an annual performance review.


 


 2. DUTIES




 


2.1.Job
descriptions specific to the position will be developed by the Compensation Committee of the Board, but in general terms, Executive
shall be responsible for the following:


 


	 	(a)	Oversees
    the operations of organization and manages its compliance with legal and regulatory requirements;
	 	 	 
	 	(b)	Creates
    and maintains procedures for implementing plans approved by the Board;
	 	 	 
	 	(c)	Promotes
    a culture that reflects the organization’s values, encourages good performance, and rewards productivity;
	 	 	 
	 	(d)	Hires,
    manages, and fires the human resources of the organization according to authorized personnel policies and procedures that
    fully conform to current laws and regulations;
	 	 	 
	 	(e)	Ensures
    that the staff and the Board have sufficient and up-to-date information;
	 	 	 
	 	(f)	Evaluates
    the organization’s and the staff’s performance on a regular basis;
	 	 	 
	 	(g)	Oversees
    staff in developing annual budgets that support operating plans and submits budgets for Board approval;
	 	 	 
	 	(h)	Prudently
    manages the organization’s resources within budget guidelines according to current laws and regulations;
	 	 	 
	 	(i)	Ensures
    that staff practices all appropriate accounting procedures in compliance with Generally Accepted Accounting Principles (GAAP);
	 	 	 
	 	(j)	Provides
    prompt, thorough, and accurate information to keep the Board appropriately informed of the organization’s financial
    position;
	 	 	 
	 	(k)	Develops
    fund raising strategies with the board and supports the board in fund raising activities;
	 	 	 
	 	(l)	Oversees
    staff in the development and implementation of fund raising plans that support strategies adopted by the Development Committee;
	 	 	 
	 	(m)	Serves
    as a primary person in donor relationships and the person to make one-on-one fund raising solicitations;
	 	 	 
	 	(n)	Oversees
    staff in the timely submission grant applications and progress reports for funders;
	 	 	 
	 	(o)	Oversees
    design, delivery, and quality of programs and services;
	 	 	 
	 	(p)	Stays
    abreast of current trends related to the organization’s products and services and anticipates future trends likely to
    have an impact on its work;



 



    	 



    	 



    

 


	 	(q)	Collects
    and analyzes evaluation information that measures the success of the organization’s program efforts; refines or changes
    programs in response to that information;
	 	 	 
	 	(r)	Supports
    operations and administration of the Board by advising and informing board members and interfacing between board and staff;
    and
	 	 	 
	 	(s)	Advises
    the board in the development of policies and planning recommendations.


 


 3. DURATION OF AGREEMENT




 


3.1.The
term of appointment and engagement of Executive shall commence on January 1, 2015, and shall continue through August 31, 2016,
inclusive.


 


 4. REMUNERATION




 


4.1.Salary.
In consideration of Executive’s undertaking and performance of the obligations contained in this Agreement, the Company
will compensate Executive for his services as follows:


 


	 	(a)	Beginning
    on January 1, 2015 and continuing through August 31, 2016, the Company shall pay Executive a base salary of $50,000 per year,
    which shall be paid to Executive in bi-monthly installments; and
	 	 	 
	 	(b)	On
    or before July 31, 2016, the Company shall pay to the Executive the Settlement Amount, as defined in and pursuant to the terms
    of the Settlement Agreement.


 


4.2.Expenses.
The Company will reimburse or pay for all reasonable business expenses incurred by Executive in the execution of his duties. This
includes the expenses for airfare, accommodation and other business related expenses.


 


 5. TERMINATION




 


5.1This
Agreement may be terminated by the Company as follows:


 


	 	(a)	In
    the absence of just cause by the Company, Executive will receive payments in lieu of notice, based upon the length of services
    Executive has provided the Company:


 


	 	Service
    Period	 	Notice
	 	 	 	 
	 	Less
    than thirty six (36) months of service	 	Eighteen
    (18) months’ notice
	 	 	 	 
	 	More
    than thirty-six (36) months of service	 	Thirty
    (30) months’ notice


 


	 	(b)	Where
    the Company elects to give Executive notice of termination of this Agreement, in the absence of just cause, Executive may
    choose to receive payments due in either a lump sum, on a continuance basis or a combination of both.
	 	 	 




    	 



    	 



    

 


	 	(c)	During
    the period of notice, Executive will not be required to perform the responsibilities of his position and will return to the
    Company all property in his possession that belongs to the Company.
	 	 	 
	 	(d)	Where
    there is just cause for termination of the engagement or if Executive is in material breach of his obligations under this
    Agreement, Executive will not be entitled to notice, bonus payments or payment in lieu of notice of the termination of this
    Agreement. The engagement of Executive shall cease upon receipt of notice that his services are being terminated for just
    cause. For the purposes of this Agreement, “just cause” will be defined by the common law.


 


5.2If
a Change in Control is consummated during the term of this Agreement and within eighteen months immediately following such Change
in Control, Executive is terminated without cause, then Executive shall be entitled to:


 


	 	(a)	A
    lump sum payment equal to eighteen (18) months of base salary, which such sum shall be paid upon Executive’ termination
    date;
	 	 	 
	 	(b)	A
    bonus of $75,000; and
	 	 	 
	 	(c)	The
    vesting schedule of each outstanding option held by Executive to purchase shares of common stock of the Company held by Executive
    shall be fully accelerated so that the option shall become exercisable for an additional number of shares equal to 100% of
    the shares of common stock subject to the option which are unvested immediately prior to such Change in Control; and the vesting
    schedule of each outstanding restricted stock award held by Executive shall be accelerated so that 100% of the number of unvested
    shares subject to such restricted stock award shall vest in full.


 


“Change
in Control” shall mean the consummation of any of the following transactions effecting a change in ownership or control
of the Company:


 


	 	(a)	a
    merger, consolidation or reorganization, unless securities representing more than fifty percent (50%) of the total combined
    voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly
    or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding
    voting securities immediately prior to such transaction;
	 	 	 
	 	(b)	any
    transfer, sale or other disposition of all or substantially all of the Company’s assets; or
	 	 	 
	 	(c)	the
    acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly
    or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the
    meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent
    (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer
    made directly to the Company’s beneficial holders.


 


5.3This
Agreement may be terminated by Executive with two (2) months’ written notice to the Company. The Company may waive this
notice requirement by written notice.


 




    	 



    	 



    

 


 6. CONFIDENTIAL INFORMATION AND PROPERTY




 


6.1Executive
acknowledges that as the Chairman of the Board and in any other position the Executive may hold, a relationship of confidence,
trust and fiduciary obligation is created between Executive and the Company, and Executive will acquire information about certain
matters and things which are confidential to the Company, and which information is the exclusive property of the Company including:


 


	 	(a)	financial
    statements, financial books and records, reserve reports and estimates and other related information;
	 	 	 
	 	(b)	information
    concerning products, pricing, sales and marketing policies, techniques and concepts, including costing information, in respect
    of products and services provided or to be provided by Executive;
	 	 	 
	 	(c)	lists
    of present and prospective clients and related information, including names and addresses, borrowing habits and preferences
    of present and prospective clients of the Company;
	 	 	 
	 	(d)	purchasing
    information, including the names and addresses of present and prospective suppliers of the Company and prices charged by such
    suppliers;
	 	 	 
	 	(e)	computer
    systems, computer programs, data, software, system documentation, designs, manuals, databases;
	 	 	 
	 	(f)	trade
    secrets; and
	 	 	 
	 	(g)	any
    other materials or information related to the personnel, business operations, financing or activities of the Company which
    are not generally known to others engaged in similar businesses or activities, (collectively, “Confidential Information”)


 


6.2Executive
acknowledges and agrees that the Confidential Information could be used to the detriment of the Company. Accordingly, Executive
agrees and undertakes not to disclose Confidential Information to any third party either during the term of his engagement except
as may be necessary in the proper discharge of his employment, or after the term of his engagement, however caused, except with
the written permission of the Company.


 


6.3Executive
understands and agrees that all items of any and every nature or kind created by Executive pursuant to Executive’s employment
under this Agreement or furnished by the Company to Executive, and all equipment, automobiles, credit cards, books, records, reports,
files, manuals and any other documents and confidential information shall remain and be considered the exclusive property of the
Company at all times, and shall be returned and shall be returned to the Company in good condition promptly on the termination
of this Agreement, for any reason.


 


 7. NON-COMPETITION




 


7.1Executive
also acknowledges that, by reason of his employment, Executive will continue to receive the value and advantage of special training,
skills and expert knowledge and experience of and contacts with customers of the Company and other employees of the Company who
are engaged in the business of the Company.


 




    	 



    	 



    

 


7.2Executive
further acknowledges that, in the course of employment, Executive will be assigned duties that will give him knowledge of confidential
and proprietary information which relates to the conduct and details of the Company’s business and which will result in
irreparable harm or injury to the Company which could not be adequately compensated by monetary damages if Executive should enter
into the employment of a business which is the same as, or competitive with, the business of the Company, or should Executive
enter into the business of the Company.


 


7.3Executive
shall not commence, engage in, or participate in any business competitive with the business of the Company either directly or
indirectly, either as individual or as a partner or joint venturer or as an employee, principal, consultant, agent, shareholder,
officer, director or representative for any person, association, organization, or in any manner for a period of six months following
the termination of his employment with the Company for any reason.


 


7.4Executive
acknowledges and agrees that without prejudice to any and all other rights of the Company, in the event of his violation of any
of the covenants contained in Sections 6 and 7, an injunction or other like remedy, including an interim injunction, will be a
reasonable and effective remedy to protect the Company’s rights and property.


 


 8. SUCCESSORS AND PERSONAL REPRESENTATIVES




 


8.1This
Agreement shall enure to the benefit of and be enforceable by the personal or legal representatives, executors, administrators,
successors, assigns and heirs of the parties hereto.


 


 9. NOTICE




 


9.1Any
notice or other communication required or contemplated under this Agreement to be given by one party to the other shall be delivered
or mailed by prepared registered post to the party to receive same at the undernoted address, namely:


 


	 	(a)	To
    the Company:
	 	 	 
	 	 	Xcelmobility
    Inc. - 2225 East Bayshore Road, Suite 200, Palo Alto, CA 94303.
	 	 	 
	 	(b)	To
    Executive:
	 	 	 
	 	 	Renyan
    Ge – Businessman of 3F, West Block, M-8, Maqueling Industrial Park, Nanshan District, Shenzhen, China 518057


 


Any
notice delivered shall be delivered personally to Executive and shall be deemed to have been given and received on the business
day next following the date of delivery. Any notice mailed as aforesaid shall be deemed to have been given and received on the
fifth business day following the date it is posted, provided that if between the time of mailing and actual receipt of the notice
there shall be a mail strike, slowdown or other labour dispute which might affect delivery of the notice by mail, then the notice
shall be effective only if actually delivered.


 


 10. MODIFICATION/AMENDMENT




 


10.1No
provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.


 




    	 



    	 



    

 


 11. ENTIRE AGREEMENT




 


11.1No
agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made
by either party that are not expressly set forth in this Agreement.


 


 12. GOVERNING LAW




 


12.1The
validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the
State of Nevada.


 


 13. VALIDITY




 


13.1The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


 14. INDEMNIFICATION




 


14.1Executive
agrees to indemnify the Company against any claims made for the collection, withholding and payment of any personal taxes associated
with the work performed by Executive for the Company by any jurisdiction that makes a claim against Executive or the Company.
Furthermore, Executive agrees that if necessary, he will sign additional documents that indemnify the Company against claims for
taxes owed in relation to payments made to Executive based on this Agreement.


 


 15. SIGNATURES IN COUNTERPARTS




 


15.1This
Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. The parties hereto confirm that any facsimile, scanned or emailed copy of another party’s
executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.


 


[Signatures
follow on a separate page.]


 




    	 



    	 



    

 


 


IN
WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


 


XCELMOBILITY
INC.


 


was
hereunto affixed in the presence of:


 


	By:	 	 
	 	Authorized
    Signatory	 


 


 


	SIGNED,
    SEALED AND DELIVERED by	 	 	 
	RENYAN GE
    in the presence of:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature	 	 	 
	 	 	 	 
	 	 	 	 
	Address	 	 	RENYAN GE
	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT
A


 


Settlement
Agreement and Mutual Release