Exhibit 10.2


 


THIS AMENDED AND RESTATED
MANAGEMENT SERVICE AGREEMENT entered into as of the28th day of August 2014 (the “Agreement”)


 


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:


 


Ron Strauss,
Businessman of 6th Floor, St. John's Building, 33 Garden Road, central, Hong Kong.


 


(“Executive”)


 


WHEREAS:


 


A.             The
Company and Executive had previously entered into a Management Services Agreement, dated as of August 1, 2011 (the “Original
Agreement”);


 


B.             The
Company and Executive wish to amend and restate certain provisions of the Original Agreement to reflect the parties’ mutual
agreement. 


 


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


 


1.0                         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 Executive Chairman of the Board.


 


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.


 




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 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 Chairman of the Board. 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.


 


2.0                        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)	Planning and organizing all of the activities of the
Board including:



		(i)	the preparation for, and the conduct of, Board meetings;



		(ii)	the quality, quantity and timeliness of the information
that goes to Board members;



		(iii)	the formation of Board committees and the integration
of their activity with the work of the Board;



		(iv)	the evaluation of the Board’s effectiveness and
implementation of improvements;



		(v)	the development of the Board, including Director recruitment,
evaluation and compensation, and



		(vi)	ongoing formal and informal communication with and among
Directors.








 


		(b)	Supervising the annual and special meetings of the shareholders
as the Chairman of the Board. In conjunction with the CEO, the Chairman may meet with various groups (such as major shareholder
groups), governments, the financial press, industry associations etc.



 




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		(c)	Working closely with, and through the CEO, to:



		(i)	participate in the development of the Company’s
vision, strategic agenda, and business plan to facilitate communication and understanding between management and the Board;



		(ii)	ensure that operations conform with the Board’s view on corporate policy; and



		(iii)	ensure, in consultation with the Human Resources Committee and the Board, that succession plans
are in place at senior executive levels.



 


		(d)	In conjunction with the CEO, participating in external
relationships which fulfill the Company’s obligations as a member of industry and the community.



 


		(e)	Providing the key link between the Board and management,
and as a result, having a significant communication, coaching and team-building responsibility, including by:



		(i)	maintaining a close ongoing relationship and open communication with the CEO;



		(ii)	representing the shareholders and Board to management and management to the shareholders and Board;
and



		(iii)	monitoring and evaluating the performance of the CEO, in coordination with the Human Resources
Committee.



 


		(f)	Attending all Board committee meetings as a non-voting
participant, provided, however, that at meetings of the Governance Committee, the Chairman of the Board shall be a voting member.



 


		(g)	Carrying out the following duties on behalf of the Company:



		(i)	ensuring that the Company meets its public company reporting
requirements;



		(ii)	serving as the main point of contact with the Company’s
outside legal counsel;



		(iii)	coordinating on financing matters;



		(iv)	overseeing investor relations; and



		(v)	overseeing media relations.



 


		(g)	Carrying out special assignments in collaboration with
the CEO and management or the Board of Directors.



 


			





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3.0                         DURATION
OF AGREEMENT


 


3.1                         The
term of appointment and engagement of Executive shall commence on July 28, 2011 (the “Commencement Date”) and continue
for an indefinite term.


 


4.0                         REMUNERATION
AND BENEFITS


 


4.1                         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)          Base
Salary: Executive will receive a base salary of $180,000 per year,
which shall be paid to Executive in bi-monthly installments. 


 


(b)          Options:
For each year that Executive is employed by the Company, he shall receive an option to purchase 500,000 shares of common stock
of the Company, in accordance with the XcelMobility, Inc. 2013 Equity Incentive Plan, as amended from time to time (the “Plan”),
and related option documents.


 


(c)          Equity
In Lieu of Unpaid Base Salary: Executive shall be entitled to purchase shares of common stock of the Company at a price equal
to the lower of (a) the lowest publicly traded share price for the Company’s common stock during the thirty (30) days prior
to such issuance, or (b) the per share price paid by a third party investor during the past twelve (12) months for shares of the
Company’s common stock, in lieu of base salary that has accrued and remains unpaid, provided, however, that the number
of shares to be received by Executive shall equal an amount that is double such accrued and unpaid base salary. Additionally,
Executive shall be entitled to receive an option to purchase 10 shares of common stock of the Company for each share that he receives
in lieu of base salary pursuant to this Section 4.1(c) and at the same valuation
as the shares to be received in lieu of accrued and unpaid base salary.
As of the date of this Agreement, the accrued and unpaid base salary for Executive is $292,145. 


 


(d)          Benefits:
Executive shall be entitled to receive a monthly cash payment of $3,800 in lieu of any benefits provided by the Company, including
retirement fund payments.


 


(e)          Vacation:
At a time or times which are mutually convenient for the Company and Executive, Executive shall be entitled to five (5) weeks’
vacation during each calendar year of his engagement, of which not more than two weeks shall be taken at one time. Executive will
be permitted to carry forward any unused vacation to the next year or receive compensation in kind.


 


(f)          Bonus:


 




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(i)          Executive
is eligible for an annual bonus in an amount to be determined by
the board of directors


 


(ii)         No
bonus shall be payable to Executive from the date that he ceases to be actively engaged by the Company. Specifically, Executive
is not entitled to a bonus for the year in which Executive terminates his engagement. In the event Executive’s engagement
is terminated in the absence of just cause, Executive will receive bonus payments for the entire notice period in the amount determined
by the average of the last two bonus payments made or $100,000 where no bonus payments have been made.


 


(g)          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.


 


5.0                         TERMINATION


 


5.1                         This
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
	 	(i)  less than thirty six (36) months of service	 	Eighteen (18) months’ notice
	 	 	 	 
	 	(ii)  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.


 




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(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 his management Services
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.


 


5.2                         If
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 (b) 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; or


 


(b)          any
transfer, sale or other disposition of all or substantially all of the Company's assets; or


 




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(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.


 


5.3                         This
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.


 


6.0                         CONFIDENTIAL
INFORMATION AND PROPERTY


 


6.1                         Executive
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”)


 




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6.2                         Executive
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.


 


6.3                         Executive
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.


 


7.0                         NON-COMPETITION


 


7.1                         Executive
also acknowledges that, by reason of 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.


 


7.2                         Executive
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.


 


7.3                         Executive
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.


 


7.4                         Executive
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.


 




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8.0                         SUCCESSORS
AND PERSONAL REPRESENTATIVES


 


8.1                         This
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.


 


9.0                         NOTICE


 


9.1                         Any
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)          Ron
Strauss:


6th Floor, St.
John's Building, 33 Garden Road, central, Hong Kong.


 


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.


 


10.0                       MODIFICATION/AMENDMENT


 


10.1                        No
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.


 








11.0                       ENTIRE
AGREEMENT


 


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


 






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12.0                      GOVERNING
LAW


 


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


 


13.0                      VALIDITY


 


13.1                       The
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.


 


14.0                      INDEMNIFICATION


 


14.1                       Executive
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 Management Services Agreement.


 


15.0                       SIGNATURES
IN COUNTERPARTS 


 


15.1                       This
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.


 




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


 


	The Corporate Seal of the Company,	 	 
	XCELMOBILITY INC.	 	 
	was hereunto affixed in the presence of:	 	C/S
	 	 	 
	 	 	 
	Authorized Signatory	 	 


 


	SIGNED, SEALED AND DELIVERED by	 	 	 
	RON STRAUSS in the presence of:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature	 	 	 
	 	 	 	 
	 	 	 	 
	Address	 	 	RON STRAUSS
	 	 	 	 


 




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