Item 1.01. Entry into a Definitive Material
Agreement
Second Amended and Restated Management Service
Agreements
Effective July 31, 2016, XcelMobility Inc.,
a Nevada corporation (the “Company”) entered into Second Amended and Restated Management Service Agreements (as amended,
the “Management Agreements”) with Renyan Ge, Chief Executive Officer of the Company and Xili Wang, Chief Financial
Officer of the Company (each an “Executive Officer” and collectively, the “Executive Officers”). The Management
Agreements provide for terms employment ending on August 31, 2016, and include annual compensation for each of the Executive Officers
as set forth below:
Renyan Ge - $50,000
Xili Wang - $20,000
In addition, each of the Executive Officers
has the right to be reimbursed for all reasonable business expenses incurred by the Executives in the execution of his or her duties.
The Management Agreements may be terminated
for cause by the Company at any time. If such termination is without cause, each Executive Officer is entitled to certain severance
payments. If the Company undergoes a change in control (as defined in the Management Agreements) and any Executive Officer is terminated
without cause within eighteen (18) months of such change in control, such Executive Officer is entitled to a lump sum payment equal
to eighteen (18) months’ base salary, an additional bonus payment and full vesting of any outstanding options and restricted
stock. The Executive Officers may terminate their Management Agreement upon two (2) months’ written notice to the Company.
In addition, the Executive Officers are subject to standard confidentiality restrictions and a non-competition provision that survives
for six (6) months following termination.
The foregoing description of the Management
Agreements is qualified in its entirety by reference to the provisions of the Management Agreements filed as exhibits 10.1 and
10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
Settlement Agreement and Mutual Release
Effective July 31, 2016, the Company entered
a Settlement Agreement and Mutual Release (each a “Settlement Agreement”) with each of the Executive Officers to provide
for (i) the settlement of certain amounts of accrued and unpaid base salaries occurring between January 1, 2015 and December
31, 2015, (ii) the waiver of certain claims to accrued and unpaid base salaries occurring on or before December 31, 2014,
and (iii) the mutual release of the parties. The Settlement Agreements provide for the payment of the following amounts (the
“Settlement Amounts”) on or before July 31, 2016.
Renyan Ge - $50,000
Xili Wang - $20,000
Subject to the Company’s payment of the
Settlement Amount on or before July 31, 2016, each Settlement Agreement provides for (i) each of the Executive Officers to
waive all claims to base salary accrued and unpaid under the Management Agreement up to and including December 31, 2014, and (ii) the
mutual release, between the Company and each of the Executive Officers, of all claims arising out of or relating to payment of
the Settlement Amount and accrued and unpaid base salary arising on or before December 31, 2015. Compensation accruing under
the Management Agreements on or after January 1, 2016 will remain due and payable to the Executive Officers pursuant to the
terms thereof.
The Settlement Agreement does not provide for
the Executive Officers to waive, release or discharge any claims arising out of relating to (i) accrued and unpaid compensation
under the Management Agreements that occurs after December 31, 2015, (ii) any right to file an administrative charge or complaint
with the Equal Employment Opportunity Commission or other administrative agency (although each Executive Officer waived any right
monetary relief related to or arising during any period prior to December 31, 2015), and (iii) any rights to benefits
other than base salary that may vest, or may have vested, under the Management Agreements.
The foregoing summary of the Settlement Agreements
is qualified in its entirety by reference to the provisions of the Settlement Agreements filed as exhibits 10.3 and 10.4 to this
Current Report on Form 8-K, which are incorporated herein by reference.